Virtu Financial, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Index to Condensed Consolidated Financial Statements PAGE NUMBER Condensed Consolidated Statements of Financial Condition (Unaudited) 3 Condensed Consolidated Statements of Comprehensive Income (Unaudited) 5 Condensed Consolidated Statements of Changes in Equity (Unaudited) 6 Condensed Consolidated Statements of Cash Flows (Unaudited) 7 Notes to Condensed Consolidated Financial Statements (Unaudited) 9 2 Table of Contents Virtu Financial, Inc. and Subsidiaries Condensed Consolidated Statements of Financial Condition (Unaudited) (in thousands, except share data) March 31, 2026 December 31, 2025 Assets Cash and cash equivalents $ 973,225 $ 1,061,697 Cash restricted or segregated under regulations and other 56,976 64,744 Securities borrowed 3,055,305 3,191,138 Securities purchased under agreements to resell 1,644,231 988,929 Receivables from broker-dealers and clearing organizations ($ 85,909 and $ 328,934 at fair value, as of March 31, 2026 and December 31, 2025, respectively) 3,811,176 1,896,405 Trading assets, at fair value: Financial instruments owned 9,604,518 7,343,032 Financial instruments owned and pledged 3,398,669 3,208,525 Receivables from customers 297,628 161,561 Property, equipment and capitalized software (net of accumulated depreciation of $ 451,820 and $ 437,002 as of March 31, 2026 and December 31, 2025, respectively) 103,616 96,378 Operating lease right-of-use assets 201,273 213,707 Goodwill 1,148,926 1,148,926 Intangibles (net of accumulated amortization of $ 487,375 and $ 475,592 as of March 31, 2026 and December 31, 2025, respectively) 143,148 154,931 Deferred tax assets 86,423 92,422 Other assets ($ 298,391 and $ 242,121 , at fair value, as of March 31, 2026 and December 31, 2025, respectively) 590,146 528,341 Total assets $ 25,115,260 $ 20,150,736 Liabilities and equity Liabilities Short-term borrowings $ 154,973 $ 12,382 Securities loaned 3,723,360 3,477,831 Securities sold under agreements to repurchase 2,214,540 1,405,639 Payables to broker-dealers and clearing organizations ($ 245,868 and $ 181,272 , at fair value, as of March 31, 2026 and December 31, 2025, respectively) 1,401,039 998,276 Payables to customers 69,601 43,103 Trading liabilities, at fair value: Financial instruments sold, not yet purchased 12,347,691 9,105,263 Tax receivable agreement obligations 166,453 181,855 Accounts payable, accrued expenses and other liabilities 568,457 652,352 Operating lease liabilities 247,500 261,169 Long-term borrowings 2,025,112 2,039,463 Total liabilities 22,918,726 18,177,333 Commitments and Contingencies (Note 16) Virtu Financial Inc. Stockholders' equity Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 142,979,907 and 140,877,669 shares, Outstanding — 87,022,169 and 84,919,931 shares at March 31, 2026 and December 31, 2025, respectively 1 1 Class B common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at March 31, 2026 and December 31, 2025, respectively — — Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 7,970,185 and 7,970,185 shares at March 31, 2026 and December 31, 2025, respectively — — Class D common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at March 31, 2026 and December 31, 2025, respectively 1 1 Treasury stock, at cost, 55,957,738 and 55,957,738 shares at March 31, 2026 and December 31, 2025, respectively ( 1,475,666 ) ( 1,475,666 ) Additional paid-in capital 1,591,921 1,541,684 Retained earnings 1,623,693 1,519,270 Accumulated other comprehensive income (loss) ( 4,975 ) ( 3,011 ) Total Virtu Financial Inc. stockholders' equity 1,734,975 1,582,279 3 Table of Contents Virtu Financial, Inc. and Subsidiaries Condensed Consolidated Statements of Financial Condition (Unaudited) (in thousands, except share data) March 31, 2026 December 31, 2025 Noncontrolling interest 461,559 391,124 Total equity 2,196,534 1,973,403 Total liabilities and equity $ 25,115,260 $ 20,150,736 See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited). 4 Table of Contents Virtu Financial, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended March 31, (in thousands, except share and per share data) 2026 2025 Revenues: Trading income, net $ 789,146 $ 589,983 Interest and dividends income 127,518 109,053 Commissions, net and technology services 186,625 151,307 Other, net ( 7,962 ) ( 12,474 ) Total revenue 1,095,327 837,869 Operating Expenses: Brokerage, exchange, clearance fees and payments for order flow, net 138,828 221,875 Communication and data processing 66,875 59,803 Employee compensation and payroll taxes 208,355 119,356 Interest and dividends expense 177,927 131,328 Operations and administrative 29,073 22,136 Depreciation and amortization 16,429 15,932 Amortization of purchased intangibles and acquired capitalized software 11,783 11,783 Termination of office leases ( 16 ) 10 Debt issue cost related to debt refinancing, prepayment and commitment fees 1,656 1,681 Transaction advisory fees and expenses — 338 Financing interest expense on long-term borrowings 34,845 29,891 Total operating expenses 685,755 614,133 Income before income taxes and noncontrolling interest 409,572 223,736 Provision for income taxes 62,976 34,101 Net income 346,596 189,635 Noncontrolling interest ( 164,287 ) ( 89,954 ) Net income available for common stockholders $ 182,309 $ 99,681 Earnings per share Basic $ 1.99 $ 1.09 Diluted $ 1.99 $ 1.08 Weighted average common shares outstanding Basic 86,093,727 85,681,015 Diluted 86,093,727 86,047,558 Net income $ 346,596 $ 189,635 Other comprehensive income Foreign exchange translation adjustment, net of taxes ( 3,420 ) 4,740 Net change in unrealized cash flow hedges gain (loss), net of taxes — ( 2,110 ) Comprehensive income 343,176 192,265 Less: Comprehensive income attributable to noncontrolling interest ( 162,831 ) ( 91,075 ) Comprehensive income attributable to common stockholders $ 180,345 $ 101,190 See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited). 5 Table of Contents Virtu Financial, Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Equity (Unaudited) Three Months Ended March 31, 2026 and 2025 Class A Common Stock Class C Common Stock Class D Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (loss) Total Virtu Financial Inc. Stockholders' Equity Noncontrolling Interest Total Equity (in thousands, except share and interest data) Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts Balance at December 31, 2025 140,877,669 $ 1 7,970,185 $ — 60,091,740 $ 1 ( 55,957,738 ) $ ( 1,475,666 ) $ 1,541,684 $ 1,519,270 $ ( 3,011 ) $ 1,582,279 $ 391,124 $ 1,973,403 Share based compensation 3,514,983 — — — — — — — 50,237 — — 50,237 — 50,237 Treasury stock purchases ( 1,412,745 ) — — — — — — — — ( 55,792 ) — ( 55,792 ) — ( 55,792 ) Net income — — — — — — — — — 182,309 — 182,309 164,287 346,596 Foreign exchange translation adjustment — — — — — — — — — — ( 1,964 ) ( 1,964 ) ( 1,456 ) ( 3,420 ) Dividends ($ 0.24 per share of Class A common stock and participating Restricted Stock Units and Restricted Stock Awards) and distributions from Virtu Financial to noncontrolling interest — — — — — — — — — ( 22,094 ) — ( 22,094 ) ( 92,396 ) ( 114,490 ) Balance at March 31, 2026 142,979,907 $ 1 7,970,185 $ — 60,091,740 $ 1 ( 55,957,738 ) $ ( 1,475,666 ) $ 1,591,921 $ 1,623,693 $ ( 4,975 ) $ 1,734,975 $ 461,559 $ 2,196,534 Class A Common Stock Class C Common Stock Class D Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (loss) Total Virtu Financial Inc. Stockholders' Equity Noncontrolling Interest Total Equity (in thousands, except share and interest data) Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts Balance at December 31, 2024 137,479,751 $ 1 8,561,970 $ — 60,091,740 $ 1 ( 52,503,426 ) $ ( 1,339,913 ) $ 1,432,240 $ 1,168,908 $ ( 7,063 ) $ 1,254,174 $ 233,203 $ 1,487,377 Cumulative-effect adjustment due to the adoption of ASU 2023-08, net of tax — — — — — — — — — 21,800 — 21,800 — 21,800 Share based compensation 2,650,096 — — — — — — — 42,028 — — 42,028 — 42,028 Repurchase of Class C common stock — — ( 16,265 ) — — — — — ( 645 ) — — ( 645 ) — ( 645 ) Treasury stock purchases ( 1,018,757 ) — — — — — ( 1,321,211 ) ( 47,982 ) — ( 40,779 ) — ( 88,761 ) — ( 88,761 ) Stock options exercised 120,000 — — — — — — — 2,280 — — 2,280 — 2,280 Net income — — — — — — — — — 99,681 — 99,681 89,954 189,635 Foreign exchange translation adjustment — — — — — — — — — — 2,720 2,720 2,020 4,740 Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 1,211 ) ( 1,211 ) ( 899 ) ( 2,110 ) Dividends ($ 0.24 per share of Class A common stock and participating Restricted Stock Units and Restricted Stock Awards) and distributions from Virtu Financial to noncontrolling interest — — — — — — — — — ( 22,164 ) — ( 22,164 ) ( 72,524 ) ( 94,688 ) Issuance of common stock in connection with employee exchanges 350,858 — — — — — — — — — — — — — Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 350,858 ) — — — — — — — — — — — Balance at March 31, 2025 139,581,948 $ 1 8,194,847 $ — 60,091,740 $ 1 ( 53,824,637 ) $ ( 1,387,895 ) $ 1,475,903 $ 1,227,446 $ ( 5,554 ) $ 1,309,902 $ 251,754 $ 1,561,656 See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited). 6 Table of Contents Virtu Financial, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, (in thousands) 2026 2025 Cash flows from operating activities Net income $ 346,596 $ 189,635 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 16,429 15,932 Amortization of purchased intangibles and acquired capitalized software 11,783 11,783 Debt issue cost related to debt refinancing and prepayment 200 — Amortization of debt issuance costs and deferred financing fees 1,831 1,597 Termination of office leases ( 16 ) 10 Share-based compensation 34,459 21,888 Deferred taxes 5,999 6,095 Other 9,994 6,499 Changes in operating assets and liabilities: Securities borrowed 135,833 ( 485,876 ) Securities purchased under agreements to resell ( 655,302 ) ( 169,149 ) Receivables from broker-dealers and clearing organizations ( 1,914,771 ) ( 756,950 ) Trading assets, at fair value ( 2,451,630 ) ( 918,329 ) Receivables from customers ( 136,067 ) ( 39,578 ) Operating lease right-of-use assets 12,434 11,816 Other assets ( 70,252 ) 26,898 Securities loaned 245,529 395,147 Securities sold under agreements to repurchase 808,901 189,627 Payables to broker-dealers and clearing organizations 402,763 ( 143,428 ) Payables to customers 26,498 20,620 Trading liabilities, at fair value 3,242,428 1,675,885 Operating lease liabilities ( 13,669 ) ( 13,511 ) Accounts payable, accrued expenses and other liabilities ( 60,119 ) ( 31,647 ) Net cash provided by (used in) operating activities ( 149 ) 14,964 Cash flows from investing activities Development of capitalized software ( 26,041 ) ( 23,926 ) Acquisition of property and equipment ( 5,608 ) ( 5,732 ) Other investing activities ( 4,426 ) ( 1,350 ) Net cash provided by (used in) investing activities ( 36,075 ) ( 31,008 ) Cash flows from financing activities Dividends to stockholders and distributions from Virtu Financial to noncontrolling interest ( 114,490 ) ( 94,688 ) Repurchase of Class C common stock — ( 1,566 ) Purchase of treasury stock ( 55,792 ) ( 88,927 ) Stock options exercised — 2,280 Short-term borrowings, net 144,538 77,685 Proceeds from long-term borrowings — 1,245,000 Repayment of long-term borrowings ( 15,450 ) ( 1,245,000 ) Payment of tax receivable agreement obligations ( 15,402 ) ( 20,773 ) Debt issuance costs — ( 5,684 ) Net cash provided by (used in) financing activities ( 56,596 ) ( 131,673 ) Effect of exchange rate changes on cash and cash equivalents ( 3,420 ) 4,740 Net increase (decrease) in cash and cash equivalents ( 96,240 ) ( 142,977 ) Cash, cash equivalents, and restricted or segregated cash, beginning of period 1,126,441 913,991 Cash, cash equivalents, and restricted or segregated cash, end of period $ 1,030,201 $ 771,014 Supplementary disclosure of cash flow information Cash paid for interest $ 165,042 $ 133,920 7 Table of Contents Virtu Financial, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, (in thousands) 2026 2025 Cash paid for taxes 11,947 11,918 Non-cash investing activities Share-based and accrued incentive compensation to developers relating to capitalized software 12,778 5,746 Non-cash financing activities Repurchase of Class C common stock — 921 Purchase of treasury stock — 166 See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited). 8 Virtu Financial, Inc. and Subsidiaries Notes to the Condensed Consolidated Financial Statements (Unaudited) (dollars in thousands, except shares and per share amounts, unless otherwise noted) 1. Organization and Basis of Presentation Organization The accompanying Condensed Consolidated Financial Statements include the accounts and operations of Virtu Financial, Inc. (“VFI” or, collectively with its wholly owned or controlled subsidiaries, “Virtu” or the “Company”). VFI is a Delaware corporation whose primary asset is its ownership interest in Virtu Financial LLC (“Virtu Financial”). As of March 31, 2026, VFI owned approximately 57.4 % of the membership interests of Virtu Financial. VFI is the sole managing member of Virtu Financial and operates and controls all of the businesses and affairs of Virtu Financial and its subsidiaries (the “Group”). The Company is a leading financial firm that leverages cutting edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to its clients. The Company provides deep liquidity in over 50,000 financial instruments, on over 150 venues worldwide to help create more efficient markets. Leveraging its global market structure expertise and scaled, multi-asset infrastructure, the Company provides its clients with a robust product suite including offerings in execution, liquidity sourcing, analytics and broker-neutral, multi-dealer platforms in workflow technology. The Company’s product offerings allow its clients to trade on hundreds of venues in over 50 countries and across multiple asset classes, including global equities, Exchange-Traded Funds (“ETFs”), options, foreign exchange, futures, fixed income, cryptocurrencies, and other commodities. The Company’s integrated, multi-asset analytics platform provides a range of pre- and post-trade services, data products and compliance tools that its clients rely upon to invest, trade and manage risk across global markets. The Company has completed two significant acquisitions that have expanded and complemented Virtu Financial's original electronic trading and market making business. On July 20, 2017, the Company completed the all-cash acquisition of KCG Holdings, Inc. (“KCG”) (the “Acquisition of KCG”). On March 1, 2019 (the “ITG Closing Date”), the Company completed the acquisition of Investment Technology Group, Inc. and its subsidiaries (“ITG”) in an all-cash transaction (the “ITG Acquisition”). Virtu Financial’s principal United States (“U.S.”) subsidiary is Virtu Americas LLC (“VAL”), which is a U.S. broker-dealer. Other principal U.S. subsidiaries include Virtu Financial Global Markets LLC, a U.S. trading entity focused on futures and currencies; Virtu ITG Analytics LLC, a provider of pre- and post-trade analysis, fair value, and trade optimization services; and Virtu ITG Platforms LLC, a provider of workflow technology solutions and network connectivity services. Principal foreign subsidiaries include Virtu Financial Ireland Limited (“VFIL”) and Virtu Europe Trading Limited (“VETL”), each formed in Ireland; Virtu ITG UK Limited (“VIUK”), formed in the United Kingdom; Virtu Canada Corp (f/k/a Virtu ITG Canada Corp.), formed in Canada; Virtu Financial Asia Pty Ltd. and Virtu ITG Australia Limited, each formed in Australia; Virtu ITG Hong Kong Limited, formed in Hong Kong; and Virtu Financial Singapore Pte. Ltd. and Virtu ITG Singapore Pte. Ltd., each formed in Singapore, all of which are trading entities focused on asset classes in their respective geographic regions. The Company has two operating segments: (i) Market Making and (ii) Execution Services; and one non-operating segment: Corporate. See Note 22 “Geographic Information and Business Segments” for a further discussion of the Company’s segments. On April 19, 2024, the Company entered into a Unit Purchase Agreement with MarketAxess Holdings Inc. (“MarketAxess”) to sell a 49 % interest in the multi-asset request-for-quote communication platform joint venture (“JV”), RFQ-hub Holdings LLC (“RFQ-hub Holdings,” or collectively with its wholly owned or controlled subsidiaries, “RFQ-hub”). The sale was completed on May 9, 2025. Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub. The Company ceased to control, and deconsolidated, RFQ-hub at such time. See Note 3 “Sale of RFQ-hub” for further details. Basis of Consolidation and Form of Presentation These Condensed Consolidated Financial Statements are presented in U.S. dollars, have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding financial reporting with respect to Form 10-Q and accounting standards generally accepted in the United States of America (“U.S. GAAP”) promulgated by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC” or the “Codification”), and reflect all adjustments that, in the opinion of management, are normal and recurring, and that are necessary for a fair statement 9 of the results for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with SEC rules and regulations. The Condensed Consolidated Financial Statements of the Company include its equity interests in Virtu Financial and its subsidiaries. As sole managing member of Virtu Financial, the Company exerts control over the Group’s operations. The Company consolidates Virtu Financial and its subsidiaries’ financial statements and records the interests in Virtu Financial that the Company does not own as noncontrolling interests. All intercompany accounts and transactions have been eliminated in consolidation. 2. Summary of Significant Accounting Policies For a detailed discussion of the Company's significant accounting policies, see Note 2 “Summary of Significant Accounting Policies” in our consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025. Accounting Pronouncements Not Yet Adopted as of March 31, 2026 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - In November 2024 and January 2025, the FASB issued ASU 2024-03 and ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). These ASUs require disclosure of disaggregated information of Income Statement expense captions that include certain costs, such as employee compensation, depreciation, and intangible asset amortization. They also require disclosure of the total amounts of selling expenses, along with an entity's definition of selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of these ASUs, but does not expect them to have a material impact on its Condensed Consolidated Financial Statements and related disclosures. Business Combinations and Consolidation - In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) . This ASU clarifies the requirement for identifying the accounting acquirer in a business combination involving a Variable Interest Entity (“VIE”). This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its Condensed Consolidated Financial Statements and related disclosures. Intangibles—Goodwill and Other—Internal-Use Software - In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) . This ASU updates the capitalization criteria for internal-use software cost by removing references to software development project stages. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its Condensed Consolidated Financial Statements and related disclosures. Derivatives and Hedging - In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) . This ASU incorporates targeted improvements to the hedge accounting guidance intended to better align financial reporting with the economics of an entity’s risk management activities. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures. Interim Reporting - In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) . This ASU provides clarity and enhances the navigability of existing interim disclosures required by U.S. GAAP. This ASU is effective for interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures. Codification Improvements - In December 2025, the FASB issued ASU 2025-12, Codification Improvements (Evergreen) . This ASU improves the ASC for a broad range of Topics through technical corrections, clarifications, and other minor enhancements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures. 10 3. Sale of RFQ-hub RFQ‑hub is a multi‑asset platform for global listed and over‑the‑counter (“OTC”) financial instruments. It connects buy‑side trading desks and portfolio managers with a large network of sell‑side market makers in Europe, North America and the APAC region, allowing these trading desks to place requests‑for‑quotes (“RFQ”) in negotiated equities, futures, options, swaps, convertible bonds, structured products and commodities. In May 2022, the Company formed a consortium of strategic partners and investors to own and support the growth of the RFQ-hub business. Through a series of related transactions at that time in 2022, we sold a substantial minority interest in the business to multiple strategic partners and maintained a majority ownership interest. On April 19, 2024, the Company entered into a Unit Purchase Agreement with MarketAxess Holdings Inc. (“MarketAxess”) pursuant to which the Company has agreed to sell a 49 % interest in the multi-asset request-for-quote communication platform JV, RFQ-hub Holdings LLC (“RFQ-hub Holdings,” or collectively with its wholly owned or controlled subsidiaries, “RFQ-hub”, which includes RFQ-hub Americas LLC, or “RAL”). On May 9, 2025, the Company completed the sale of a 49 % interest in RFQ-hub to MarketAxess for total gross proceeds of $ 37.9 million in cash. Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub. The Company deconsolidated RFQ-hub and recognized a gain on sale of $ 67.0 million, which was recorded in Other, net on the Condensed Consolidated Statements of Comprehensive Income. A summary of the gain on sale and deconsolidation of RFQ-hub is as follows: (in thousands) May 9, 2025 Total sale proceeds received $ 37,932 Retained noncontrolling investments 1,548 Carrying value of noncontrolling interest deconsolidated 35,608 Carrying value of RFQ-hub’s net assets: Cash and cash equivalents $ 1,554 Receivables from broker-dealers and clearing organizations 512 Property, equipment and capitalized software (net) 736 Intangibles (net) 3,043 Other assets 3,939 Liabilities $ ( 1,684 ) Less: Total carrying value of RFQ-hub’s net assets $ 8,100 Gain on sale of RFQ-hub $ 66,988 4. Earnings per Share The below table contains a reconciliation of Net income before income taxes and noncontrolling interest to Net income available for common stockholders: Three Months Ended March 31, (in thousands) 2026 2025 Income before income taxes and noncontrolling interest $ 409,572 $ 223,736 Provision for income taxes 62,976 34,101 Net income 346,596 189,635 Noncontrolling interest ( 164,287 ) ( 89,954 ) Net income available for common stockholders $ 182,309 $ 99,681 11 The calculation of basic and diluted earnings per share is presented below: Three Months Ended March 31, (in thousands, except for share or per share data) 2026 2025 Basic earnings per share: Net income available for common stockholders $ 182,309 $ 99,681 Less: Dividends and undistributed earnings allocated to participating securities ( 10,599 ) ( 6,369 ) Net income available for common stockholders, net of dividends and undistributed earnings allocated to participating securities 171,710 93,312 Weighted average shares of common stock outstanding: Class A 86,093,727 85,681,015 Basic earnings per share $ 1.99 $ 1.09 Three Months Ended March 31, (in thousands, except for share or per share data) 2026 2025 Diluted earnings per share: Net income available for common stockholders, net of dividends and undistributed earnings allocated to participating securities $ 171,710 $ 93,312 Weighted average shares of common stock outstanding: Class A Issued and outstanding 86,093,727 85,681,015 Issuable pursuant to Second Amended and Restated 2015 Management Incentive Plan — 366,543 86,093,727 86,047,558 Diluted earnings per share $ 1.99 $ 1.08 5. Tax Receivable Agreements For a detailed discussion of the Company’s tax receivable agreements, see Note 5 “Tax Receivable Agreements” in our consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025. For the purposes of the tax receivable agreements discussed above, the cash savings realized by the Company are computed by comparing the actual income tax liability of the Company to the amount of such taxes the Company would have been required to pay had there been (i) no increase to the tax basis of the assets of Virtu Financial as a result of the purchase or exchange of Virtu Financial Units, (ii) no tax benefit from the tax basis in the intangible assets of Virtu Financial on the date of the IPO and (iii) no tax benefit as a result of the Net Operating Losses (“NOLs”) and other tax attributes of Virtu Financial. Subsequent adjustments of the tax receivable agreements obligations due to certain events (e.g., changes to the expected realization of NOLs or changes in tax rates) will be recognized within income before taxes and noncontrolling interests in the Condensed Consolidated Statements of Comprehensive Income. The Company made payments totaling $ 150.2 million from February 2017 through March 2026 with respect to its TRA obligation. Tax receivable payments are expected to range from approximately $ 0.3 million to $ 22.5 million per year over the next 15 years. At March 31, 2026 and December 31, 2025, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 85.8 million and $ 91.4 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 166.5 million and $ 181.9 million for March 31, 2026 and December 31, 2025, respectively. The amounts recorded as of March 31, 2026 and December 31, 2025 are based on best estimates available at the respective dates and may be subject to change after the filing of the Company’s U.S. federal and state income tax returns for the years in which tax savings were realized. 12 6. Goodwill and Intangible Assets The Company has two operating segments: (i) Market Making; and (ii) Execution Services; and one non-operating segment: Corporate. As of March 31, 2026 and December 31, 2025, the Company’s total amount of goodwill recorded was $ 1,148.9 million. No goodwill impairment was recognized during the three months ended March 31, 2026 and 2025. The following table presents the details of goodwill by segment as of March 31, 2026 and December 31, 2025: (in thousands) Market Making Execution Services Corporate Total Balance as of period-end $ 755,292 $ 393,634 $ — $ 1,148,926 As of March 31, 2026 and December 31, 2025, the Company’s total amount of intangible assets recorded was $ 143.1 million and $ 154.9 million, respectively. Acquired intangible assets consisted of the following as of March 31, 2026 and December 31, 2025: As of March 31, 2026 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives (Years) Customer relationships $ 479,130 $ ( 340,185 ) $ 138,945 10 to 12 Technology 136,000 ( 136,000 ) — 1 to 6 Favorable occupancy leases 5,895 ( 5,690 ) 205 3 to 15 Exchange memberships 3,998 — 3,998 Indefinite Trade name 3,600 ( 3,600 ) — 3 ETF issuer relationships 950 ( 950 ) — 9 ETF buyer relationships 950 ( 950 ) — 9 $ 630,523 $ ( 487,375 ) $ 143,148 As of December 31, 2025 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives (Years) Customer relationships $ 479,130 $ ( 328,411 ) $ 150,719 10 to 12 Technology 136,000 ( 136,000 ) — 1 to 6 Favorable occupancy leases 5,895 ( 5,681 ) 214 3 to 15 Exchange memberships 3,998 — 3,998 Indefinite Trade name 3,600 ( 3,600 ) — 3 ETF issuer relationships 950 ( 950 ) — 9 ETF buyer relationships 950 ( 950 ) — 9 $ 630,523 $ ( 475,592 ) $ 154,931 Amortization expense relating to finite-lived intangible assets was approximately $ 11.8 million and $ 11.8 million for the three months ended March 31, 2026 and 2025, respectively. This is included in Amortization of purchased intangibles and acquired capitalized software in the accompanying Condensed Consolidated Statements of Comprehensive Income. The Company expects to record amortization expense as follows over the next five subsequent years: (in thousands) Remainder of 2026 $ 35,349 2027 47,132 2028 47,132 2029 9,466 2030 36 2031 36 13 7. Receivables from/Payables to Broker-Dealers and Clearing Organizations The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at March 31, 2026 and December 31, 2025: (in thousands) March 31, 2026 December 31, 2025 Assets Due from prime brokers $ 1,601,842 $ 902,859 Deposits with clearing organizations 363,967 253,010 Net equity with futures commission merchants 371,063 455,105 Unsettled trades with clearing organizations 1,051,821 28,354 Securities failed to deliver 380,773 220,326 Commissions and fees 41,710 36,751 Total receivables from broker-dealers and clearing organizations $ 3,811,176 $ 1,896,405 Liabilities Due to prime brokers $ 1,182,736 $ 612,679 Net equity with futures commission merchants (1) ( 7,178 ) ( 4,278 ) Unsettled trades with clearing organizations 9,109 238,872 Securities failed to receive 211,240 145,548 Commissions and fees 5,132 5,455 Total payables to broker-dealers and clearing organizations $ 1,401,039 $ 998,276 (1) The Company presents its balances, including outstanding principal balances on all broker credit facilities, on a net-by-counterparty basis within receivables from and payables to broker-dealers and clearing organizations when the criteria for offsetting are met . Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s prime brokerage credit facilities (described in Note 9 “Borrowings”) of approximately $ 398.5 million and $ 203.8 million as of March 31, 2026 and December 31, 2025, respectively. The loan proceeds from the credit facilities are available only to meet the initial margin requirements associated with the Company’s ordinary course futures and other trading positions, which are held in the Company’s trading accounts with an affiliate of the respective financial institutions. The credit facilities are fully collateralized by the Company’s trading accounts and deposit accounts with these financial institutions. “Securities failed to deliver” and “Securities failed to receive” include amounts with a clearing organization and other broker-dealers. 8. Collateralized Transactions The Company is permitted to sell or repledge securities received as collateral and use these securities to secure repurchase agreements, enter into securities lending transactions or deliver these securities to counterparties or clearing organizations to cover short positions. At March 31, 2026 and December 31, 2025, substantially all of the securities received as collateral have been repledged. The fair value of the collateralized transactions at March 31, 2026 and December 31, 2025 are summarized as follows: (in thousands) March 31, 2026 December 31, 2025 Securities received as collateral: Securities borrowed $ 3,044,456 $ 3,083,612 Securities purchased under agreements to resell 1,644,231 988,274 $ 4,688,687 $ 4,071,886 In the normal course of business, the Company pledges qualified securities with clearing organizations to satisfy daily margin and clearing fund requirements. Financial instruments owned and pledged, where the counterparty has the right to repledge, at March 31, 2026 and December 31, 2025 consisted of the following: (in thousands) March 31, 2026 December 31, 2025 Equities $ 3,388,665 $ 3,200,345 Exchange traded notes 10,004 8,180 $ 3,398,669 $ 3,208,525 14 9. Borrowings Short-term Borrowings, net The following summarizes the Company’s short-term borrowing balances outstanding, net of related debt issuance costs, with each described in further detail below. March 31, 2026 (in thousands) Borrowing Outstanding Deferred Debt Issuance Cost Short-term Borrowings, net Broker-dealer credit facilities $ 150,000 $ ( 1,947 ) $ 148,053 Short-term bank loans 6,920 — 6,920 $ 156,920 $ ( 1,947 ) $ 154,973 December 31, 2025 (in thousands) Borrowing Outstanding Deferred Debt Issuance Cost Short-term Borrowings, net Broker-dealer credit facilities $ 10,000 $ — $ 10,000 Short-term bank loans 2,382 — 2,382 $ 12,382 $ — $ 12,382 Broker-Dealer Credit Facilities The Company is a party to two secured credit facilities with a financial institution to finance overnight securities positions purchased as part of its ordinary course U.S. broker-dealer market making activities. One of the facilities (the “Uncommitted Facility”) is provided on an uncommitted basis with an aggregate borrowing limit of $ 400 million, and is collateralized by VAL’s trading and deposit account maintained at the financial institution. The second credit facility (the “Committed Facility”) with the same financial institution has a borrowing limit of $ 650 million. The Committed Facility consists of two borrowing bases: Borrowing Base A Loan is to be used to finance the purchase and settlement of securities; Borrowing Base B Loan is to be used to fund margin deposit with the National Securities Clearing Corporation. Borrowing Base A Loans are available up to $ 650 million and bear interest at the adjusted Secured Overnight Financing Rate (“SOFR”) or base rate plus 1.25 % per annum. Borrowing Base B Loans are subject to a sublimit of $ 300 million, which was amended to $ 350 million in February 2025, and bear interest at the adjusted SOFR or base rate plus 2.50 % per annum. A commitment fee of 0.50 % per annum on the average daily unused portion of this facility is payable quarterly in arrears. Virtu Financial Singapore Pte. Ltd. is a party to a revolving credit facility with a financial institution (the “Overdraft Facility”) to provide a source of short-term financing. The facility has an aggregate borrowing limit of $ 10 million, and bears interest at the adjusted SOFR or base rate plus 3.5 % per annum. The following summarizes the Company’s broker-dealer credit facilities’ carrying values, net of unamortized debt issuance costs, where applicable. These balances are included within Short-term borrowings on the Condensed Consolidated Statements of Financial Condition. At March 31, 2026 (in thousands) Interest Rate Financing Available Borrowing Outstanding Deferred Debt Issuance Cost Outstanding Borrowings, net Broker-dealer credit facilities: Uncommitted facility 4.78 % $ 400,000 $ 90,000 $ — $ 90,000 Committed facility (1) 5.03 % 650,000 50,000 ( 1,947 ) 48,053 Overdraft facility 7.18 % 10,000 10,000 — 10,000 $ 1,060,000 $ 150,000 $ ( 1,947 ) $ 148,053 (1) Interest rate for Borrowing Base A Loan and Borrowing Base B Loan under the Committed Facility was 5.03 % and 6.29 %, respectively. There was no balance outstanding under Borrowing Base B Loan as of March 31, 2026. 15 At December 31, 2025 (in thousands) Interest Rate Financing Available Borrowing Outstanding Deferred Debt Issuance Cost Outstanding Borrowings, net Broker-dealer credit facilities: Uncommitted facility 4.81 % $ 400,000 $ — $ — $ — Committed facility (1) 5.09 % 650,000 — — — Overdraft facility 7.37 % 10,000 10,000 — 10,000 $ 1,060,000 $ 10,000 $ — $ 10,000 (1) $ 2.5 million of deferred debt issuance costs are included within Other assets on the Consolidated Statements of Financial Condition. Interest rate for Borrowing Base A Loan and Borrowing Base B Loan under the Committed Facility was 5.09 % and 6.58 %, respectively. There was no balance outstanding under Borrowing Base B Loan as of December 31, 2025. The following summarizes interest expense for the broker-dealer facilities. Interest expense is included within Interest and dividends expense in the accompanying Condensed Consolidated Statements of Comprehensive Income. Three Months Ended March 31, (in thousands) 2026 2025 Broker-dealer credit facilities: Uncommitted facility $ 1,293 $ 1,144 Committed facility 762 809 Overdraft facility 137 186 $ 2,192 $ 2,139 Short-Term Bank Loans The Company’s international securities clearance and settlement activities are funded with operating cash or with short-term bank loans in the form of overdraft facilities. At March 31, 2026 and December 31, 2025, there were $ 6.9 million and $ 2.4 million, respectively, of short-term bank loans associated with international settlement activities outstanding under these facilities, at a weighted average interest rate of approximately 2.2 % and 1.3 %, respectively. Outstanding short-term bank loan balances are included within Short-term borrowings on the Condensed Consolidated Statements of Financial Condition. In November 2024, Virtu Financial Singapore Pte. Ltd. entered into an agreement with a financial institution for a short-term bank loan with a total capacity of $ 50.0 million. At March 31, 2026 and December 31, 2025, there was no balance outstanding under this short-term bank loan. Prime Brokerage Credit Facilities The Company maintains short-term credit facilities with various prime brokers and other financial institutions from which it receives execution or clearing services. The proceeds of these facilities are used to meet margin requirements associated with the products traded by the Company in the ordinary course, and amounts borrowed are collateralized by the Company’s trading accounts with the applicable financial institution. At March 31, 2026 (in thousands) Weighted Average Interest Rate Financing Available Borrowing Outstanding Prime Brokerage Credit Facilities: Prime brokerage credit facilities (1) 5.67 % $ 644,854 $ 398,529 $ 644,854 $ 398,529 At December 31, 2025 (in thousands) Weighted Average Interest Rate Financing Available Borrowing Outstanding Prime Brokerage Credit Facilities: Prime brokerage credit facilities (1) 5.71 % $ 645,622 $ 203,816 $ 645,622 $ 203,816 (1) Outstanding borrowings are included with Receivables from/Payables to broker-dealers and clearing organizations within the Condensed Consolidated Statements of Financial Condition. 16 Interest expense in relation to the facilities was $ 4.1 million and $ 2.5 million for the three months ended March 31, 2026 and 2025 , respectively. Long-Term Borrowings The following summarizes the Company’s long-term borrowings, net of unamortized discount and debt issuance costs, where applicable: At March 31, 2026 (in thousands) Maturity Date Interest Rate Outstanding Principal Discount Deferred Debt Issuance Cost Outstanding Borrowings, net Long-term borrowings: First Lien Term B-2 Loan Facility June 2031 6.17 % $ 1,529,550 $ ( 2,299 ) $ ( 17,189 ) $ 1,510,062 Senior Secured First Lien Notes June 2031 7.50 % 500,000 — ( 7,001 ) 492,999 SBI bonds January 2029 5.00 % 22,051 — — 22,051 $ 2,051,601 $ ( 2,299 ) $ ( 24,190 ) $ 2,025,112 At December 31, 2025 (in thousands) Maturity Date Interest Rate Outstanding Principal Discount Deferred Debt Issuance Cost Outstanding Borrowings, net Long-term borrowings: First Lien Term B-2 Loan Facility June 2031 6.22 % $ 1,545,000 $ ( 2,432 ) $ ( 18,102 ) $ 1,524,466 Senior Secured First Lien Notes June 2031 7.50 % 500,000 — ( 7,337 ) 492,663 SBI bonds January 2029 5.00 % 22,334 — — 22,334 $ 2,067,334 $ ( 2,432 ) $ ( 25,439 ) $ 2,039,463 Credit Agreement On January 13, 2022 (the “Credit Agreement Closing Date”), Virtu Financial, VFH Parent LLC, a Delaware limited liability company and a subsidiary of Virtu Financial (“VFH”), entered into a credit agreement with the lenders party thereto, JPMorgan Chase Bank, N.A. as administrative agent and JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, RBC Capital Markets, Barclays Bank plc, Jefferies Finance LLC, BMO Capital Markets Corp., and CIBC World Markets Corp., as joint lead arrangers and bookrunners (the “Original Credit Agreement”). The Original Credit Agreement provides (i) a senior secured first lien term loan in an aggregate principal amount of $ 1,800.0 million, drawn in its entirety on the Credit Agreement Closing Date, the proceeds of which were used by VFH to repay all amounts outstanding under the previous credit agreement entered into in relation to the ITG Acquisition, to pay fees and expenses in connection therewith, to fund share repurchases under the Company’s repurchase program, and for general corporate purposes, and (ii) a $ 250.0 million senior secured first lien revolving facility to VFH, with a $ 20.0 million letter of credit subfacility and a $ 20.0 million swingline subfacility. The term loan borrowings and revolver borrowings under the Original Credit Agreement bear interest at a per annum rate equal to, at the Company’s election, either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50 %, (c) an adjusted term SOFR rate with an interest period of one month plus 1.00 % and (d)(1) in the case of term loan borrowings, 1.50 % and (2) in the case of revolver borrowings, 1.00 %, plus, (x) in the case of term loan borrowings, 2.00 % and (y) in the case of revolver borrowings, 1.50 %, or (ii) the greater of (a) an adjusted term SOFR rate for the interest period in effect and (b) (1) in the case of term loan borrowings, 0.50 % and (2) in the case of revolver borrowings, 0.00 %, plus, (x) in the case of term loan borrowings, 3.00 % and (y) in the case of revolver borrowings, 2.50 %. In addition, a commitment fee accrues at a rate of 0.50 % per annum on the average daily unused amount of the revolving facility, with step-downs to 0.375 % and 0.25 % per annum based on VFH’s first lien leverage ratio, and is payable quarterly in arrears. The term loans amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the term loans and the Company repaid $ 18.0 million on January 13, 2023. On December 12, 2023, the Company made a voluntary prepayment of $ 55.0 million, and the payment is applied toward subsequent annual amortization installments. In January 2022, in order to align the Company’s existing swap agreements with the Original Credit Agreement, the Company amended its existing five-year $ 525.0 million floating-to-fixed interest rate swap agreement and five-year $ 1,000.0 million floating-to-fixed interest rate swap agreement to align the floating rate term of such swap agreements to SOFR. These two interest rate swaps met the criteria to be considered and were designated as qualifying cash flow hedges under ASC 815, 17 and they effectively fixed interest payment obligations on $ 525.0 million and $ 1,000.0 million of principal under the first lien term loan facility in relation to the Original Credit Agreement at rates of 4.5 % and 4.6 % through September 2024 and January 2025, respectively. In December 2023, the Company terminated the two interest rate swap arrangements and received $ 55.8 million in proceeds from the counterparty. The Company therefore dedesignated those cash flow hedges under ASC 815, and the amounts in AOCI related to the terminated swaps are amortized through interest expense. The Company simultaneously entered into a two-year $ 1,525.0 million floating-to-fixed interest rate swap agreement with the same counterparty (the “December 2023 Swap”). The December 2023 Swap met the criteria to be considered and was designated as a qualifying cash flow hedge under ASC 815 as of December 2023, and it effectively fixed interest payment obligations on $ 1,525.0 million of principal under the first lien term loan facility at a rate of 7.5 % through November 2025, based on the interest rates set forth in the Original Credit Agreement. On June 21, 2024 (the “Amendment No. 1 Effective Date”), the Company entered into Amendment No. 1 to the Original Credit Agreement (as amended, the “First Amended Credit Agreement”) and completed the issuance of the Notes (as defined below). Pursuant to the First Amended Credit Agreement, $ 1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-1 Loans due 2031 (the “Term B-1 Loans”) were issued, the proceeds of which were used, along with the proceeds of the Notes, to repay in full all term loans previously outstanding under the Original Credit Agreement. Additionally, the First Amended Credit Agreement provides an increase in its senior secured first lien revolving credit facility from $ 250.0 million to $ 300.0 million and an extension of the maturity thereof to three years after the Amendment No. 1 Effective Date. The Term B-1 Loans bear interest, at the Company’s election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50 %, (c) term SOFR for a borrowing with an interest period of one month plus 1.00 % and (d) 1.00 %, plus, in each case, 1.75 %, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0 %, plus, in each case, 2.75 %. The Term B-1 Loans will mature on the seventh anniversary of the Amendment No. 1 Effective Date and amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the Term B-1 Loans. The Term B-1 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events. In connection with its entry into the First Amended Credit Agreement and the associated reduction in term loan balance, the Company partially terminated the December 2023 Swap, reducing the notional amount thereof from $ 1,525.0 million to $ 1,075.0 million and received $ 2.0 million in proceeds from the counterparty. The cash flow hedge was proportionally dedesignated under ASC 815 as of June 21, 2024. As a result of the partial dedesignation, we recognized a gain of $ 5.7 million in Other Income. The remaining interest rate swap effectively fixed interest payment obligations on the $ 1,075.0 million of principal of the Term B-1 Loans at a rate of 7.17 % through November 2025, based on the interest rates set forth in the First Amended Credit Agreement. On February 19, 2025 (the “Amendment No. 2 Effective Date”), the Company entered into Amendment No. 2 to the First Amended Credit Agreement (“Amendment No. 2”). Amendment No. 2 amended the First Amended Credit Agreement (as amended, the “Credit Agreement”) to, among other things, effect a repricing of the $ 1,245.0 million in aggregate principal amount of Term B-1 Loans by establishing a new refinancing tranche of $ 1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-2 Loans (the “Original Term B-2 Loans”), the proceeds of which were used to repay in full the Term B-1 Loans on the Amendment No. 2 Effective Date. On September 23, 2025 (the “Amendment No. 3 Effective Date”), the Company entered into Amendment No. 3 to the First Amended Credit Agreement (“Amendment No. 3”). Amendment No. 3 amended the Credit Agreement to effect the issuance of incremental Senior Secured First Lien Term B-2 Loans in the amount of $ 300.0 million, the proceeds of which were used for general corporate purposes, for a total Term B-2 Loan balance of $ 1,545.0 million (collectively, the “Term B-2 Loans”). The Term B-2 Loans bear interest, at the Company’s election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50 %, (c) term SOFR for a borrowing with an interest period of one month plus 1.0 % and (d) 1.0 %, plus, in each case, 1.50 %, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0 %, plus, in each case, 2.50 %. The Term B-2 Loans will mature on June 21, 2031 and amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the Term B-2 Loans due on each anniversary of the Amendment No. 2 Effective Date. On February 19, 2026, the Company repaid $ 15.5 million. The Term B-2 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events. 18 The interest rate swap effectively fixed interest payment obligations on $ 1,075.0 million of principal of the Term B-2 Loans at a rate of 6.92 % through November 2025, based on the interest rates set forth in the Credit Agreement. The designation of the interest rate swap as a cash flow hedge was discontinued upon the termination of the swap in November 2025. The revolving facility under the Credit Agreement is subject to a springing net first lien leverage ratio test which may spring into effect as of the last day of a fiscal quarter if usage of the aggregate revolving commitments exceeds a specified level as of such date. VFH is also subject to contingent principal prepayments based on excess cash flow and certain other triggering events. Borrowings under the Credit Agreement are guaranteed by Virtu Financial and VFH’s material non-regulated domestic restricted subsidiaries and secured by substantially all of the assets of VFH and the guarantors, in each case, subject to certain exceptions. The Credit Agreement contains certain customary covenants and events of default, including relating to a change of control. If an event of default occurs and is continuing, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts outstanding under the Credit Agreement and all actions permitted to be taken by a secured creditor in respect of the collateral securing the obligations under the Credit Agreement. As of March 31, 2026, $ 1,529.6 million was outstanding under the current term loans, and there were no amounts outstanding under the first lien revolving facility. Senior Secured First Lien Notes On June 21, 2024, VFH and Valor Co-Issuer, Inc., a subsidiary of Virtu Financial, (the “Co-Issuer”) completed the offering of $ 500.0 million aggregate principal amount of 7.50 % senior secured first lien notes due 2031 (the “Notes”). The Notes were issued under an Indenture, dated as of June 21, 2024 (the “Indenture”), among the VFH, the Co-Issuer, Virtu Financial and the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as the trustee and collateral agent. The Notes mature on June 15, 2031. Interest on the Notes accrues at 7.50 % per annum, payable every six months through maturity on each June 15 and December 15, beginning on December 15, 2024. We refer to VFH and the Co-Issuer together as, the “Issuers.” The Notes and the related guarantees are secured by first-priority perfected liens on substantially all of the Issuers’ and guarantors’ existing and future assets, subject to certain exceptions, including all material personal property, a pledge of the capital stock of the Issuers, the guarantors (other than Virtu Financial) and the direct subsidiaries of the Issuers and the guarantors and 100 % of the non-voting capital stock and up to 65.0 % of the voting capital stock of any now-owned or later acquired foreign subsidiaries that are directly owned by the Issuers or any of the guarantors, which assets also secure obligations under the Credit Agreement on a first-priority basis. The Indenture imposes certain limitations on our ability to (i) incur or guarantee additional indebtedness or issue preferred stock; (ii) pay dividends, make certain investments and make repayments on indebtedness that is subordinated in right of payment to the Notes and make other “restricted payments”; (iii) create liens on their assets to secure debt; (iv) enter into transactions with affiliates; (v) merge, consolidate or amalgamate with another company; (vi) transfer and sell assets; and (vii) permit restrictions on the payment of dividends by Virtu Financial’s subsidiaries. The Indenture also contains customary events of default, including, among others, payment defaults related to the failure to pay principal or interest on Notes, covenant defaults, final maturity default or cross-acceleration with respect to material indebtedness and certain bankruptcy events. Prior to June 15, 2027, we may redeem some or all of the Notes at a redemption price equal to 100 % of the principal amount plus accrued and unpaid interest, if any, to (but not including) the date of redemption, plus an applicable “make whole” premium. Prior to June 15, 2027, we may also redeem up to 40 % of the aggregate principal amount of the Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 107.500 % of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of redemption. Prior to June 15, 2027, we may also, on one or more occasions, redeem during each successive twelve-month period following June 21, 2024 up to 10 % of the aggregate original principal amount of notes, at a redemption price equal to 103 % of the principal amount of notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. 19 On or after June 15, 2027, we may redeem some or all of the Notes, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to (but not including) the date of redemption, if redeemed during the 12-month period beginning on June 15 of the years indicated below: Period Percentage 2027 103.750 % 2028 101.875 % 2029 and thereafter 100.000 % Upon the occurrence of specified change of control events as defined in the Indenture, we must offer to repurchase the outstanding Notes at 101 % of the aggregate principal amount, plus accrued and unpaid interest, if any, to (but excluding) the purchase date. SBI Bonds On July 25, 2016, VFH issued Japanese Yen Bonds (collectively the “SBI Bonds”) in the aggregate principal amount of ¥ 3.5 billion ($ 33.1 million at issuance date) to SBI Life Insurance Co., Ltd. and SBI Insurance Co., Ltd. The proceeds from the SBI Bonds were used to partially fund the investment in Japannext Co., Ltd. (as described in Note 10 “Financial Assets and Liabilities”). The SBI Bonds are guaranteed by Virtu Financial. The SBI Bonds are subject to fluctuations on the Japanese Yen currency rates relative to the Company’s reporting currency (U.S. Dollar) with the changes reflected in Other, net in the Condensed Consolidated Statements of Comprehensive Income. In December 2022, the maturity of the SBI Bonds was extended to 2026, and in December 2025, the maturity of the SBI Bonds was extended to 2029. The principal balance was ¥ 3.5 billion ($ 22.1 million) and ¥ 3.5 billion ($ 22.3 million) as of March 31, 2026 and December 31, 2025, respectively. The Company had a gain of $ 0.3 million and a loss of $ 1.1 million during the three months ended March 31, 2026 and 2025, respectively, due to changes in foreign currency rates. As of March 31, 2026, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows: (in thousands) Remainder of 2026 $ — 2027 15,450 2028 15,450 2029 37,501 2030 15,450 2031 1,967,750 Total principal of long-term borrowings $ 2,051,601 10. Financial Assets and Liabilities Financial Instruments Measured at Fair Value The fair value of equities, options, on-the-run U.S. government obligations, certain exchange traded notes, USDC, and digital assets is estimated using recently executed transactions and market price quotations in active markets and are categorized as Level 1 with the exception of inactively traded equities, all other exchange traded notes and certain other financial instruments, which are categorized as Level 2. The Company’s corporate bonds, derivative contracts, other U.S. and non-U.S. government obligations and receivables and payables linked to digital assets have been categorized as Level 2. Fair value of the Company’s derivative contracts is based on the indicative prices obtained from a number of banks and broker-dealers, as well as management’s own analyses. The indicative prices have been independently validated through the Company’s risk management systems, which are designed to check prices with information independently obtained from exchanges and venues where such financial instruments are listed or to compare prices of similar instruments with similar maturities for listed financial futures in foreign exchange. The Company prices certain financial instruments held for trading at fair value based on theoretical prices, which can differ from quoted market prices. The theoretical prices reflect price adjustments primarily caused by the fact that the Company continuously prices its financial instruments based on all available information. This information includes prices for identical and near-identical positions, as well as the prices for securities underlying the Company’s positions, on other exchanges that are 20 open after the exchange on which the financial instruments is traded closes. The Company validates that all price adjustments can be substantiated with market inputs and checks the theoretical prices independently. Consequently, such financial instruments are classified as Level 2. Fair value measurements for those items measured on a recurring basis are summarized below as of March 31, 2026: March 31, 2026 (in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting Total Fair Value Assets Financial instruments owned, at fair value: Equity securities $ 1,600,654 $ 4,196,271 $ — $ — $ 5,796,925 U.S. and Non-U.S. government obligations 636,895 1,862,732 — — 2,499,627 Corporate Bonds — 1,272,260 — — 1,272,260 Exchange traded notes — 13,147 — — 13,147 Currency forwards — 468,320 — ( 456,521 ) 11,799 Options 10,760 — — — 10,760 $ 2,248,309 $ 7,812,730 $ — $ ( 456,521 ) $ 9,604,518 Financial instruments owned, pledged as collateral: Equity securities $ 2,226,911 $ 1,161,754 $ — $ — $ 3,388,665 Exchange traded notes — 10,004 — — 10,004 $ 2,226,911 $ 1,171,758 $ — $ — $ 3,398,669 Other Assets Equity investment $ — $ — $ 80,561 $ — $ 80,561 Digital assets 195,072 — — — 195,072 USDC (1) 21,867 — — — 21,867 Exchange stock 891 — — — 891 $ 217,830 $ — $ 80,561 $ — $ 298,391 Receivables from broker dealers and clearing organizations: Receivables linked to digital assets $ — $ 85,909 $ — $ — $ 85,909 $ — $ 85,909 $ — $ — $ 85,909 Liabilities Financial instruments sold, not yet purchased, at fair value: Equity securities $ 4,035,681 $ 3,533,177 $ — $ — $ 7,568,858 U.S. and Non-U.S. government obligations 92,168 2,880,624 — — 2,972,792 Corporate Bonds — 1,709,644 — — 1,709,644 Exchange traded notes 8 81,264 — — 81,272 Currency forwards — 490,175 — ( 490,175 ) — Options 15,125 — — — 15,125 $ 4,142,982 $ 8,694,884 $ — $ ( 490,175 ) $ 12,347,691 Payables to broker dealers and clearing organizations: Payables linked to digital assets $ — $ 245,868 $ — $ — $ 245,868 $ — $ 245,868 $ — $ — $ 245,868 (1) USDC is a stablecoin that can be redeemed on a one -to-one basis for U.S. dollars and is accounted for as a financial asset. Fair value measurements for those items measured on a recurring basis are summarized below as of December 31, 2025: 21 December 31, 2025 (in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting Total Fair Value Assets Financial instruments owned, at fair value: Equity securities $ 1,511,213 $ 2,839,183 $ — $ — $ 4,350,396 U.S. and Non-U.S. government obligations 459,943 1,210,309 — — 1,670,252 Corporate Bonds — 1,207,385 — — 1,207,385 Exchange traded notes — 10,459 — — 10,459 Currency forwards — 211,856 — ( 204,775 ) 7,081 Options 97,459 — — — 97,459 $ 2,068,615 $ 5,479,192 $ — $ ( 204,775 ) $ 7,343,032 Financial instruments owned, pledged as collateral: Equity securities $ 1,896,091 $ 1,304,254 $ — $ — $ 3,200,345 Exchange traded notes — 8,180 — — 8,180 $ 1,896,091 $ 1,312,434 $ — $ — $ 3,208,525 Other Assets Equity investment $ — $ — $ 86,491 $ — $ 86,491 Digital assets 154,610 — — — 154,610 Exchange stock 1,020 — — — 1,020 $ 155,630 $ — $ 86,491 $ — $ 242,121 Receivables from broker dealers and clearing organizations: Receivables linked to digital assets $ — $ 328,934 $ — $ — $ 328,934 $ — $ 328,934 $ — $ — $ 328,934 Liabilities Financial instruments sold, not yet purchased, at fair value: Equity securities $ 2,933,027 $ 2,784,522 $ — $ — $ 5,717,549 U.S. and Non-U.S. government obligations 234,169 1,155,901 — — 1,390,070 Corporate Bonds — 1,754,517 — — 1,754,517 Exchange traded notes — 26,135 — — 26,135 Currency forwards — 198,463 — ( 198,463 ) — Options 216,992 — — — 216,992 $ 3,384,188 $ 5,919,538 $ — $ ( 198,463 ) $ 9,105,263 Payables to broker dealers and clearing organizations: Payables linked to digital assets $ — $ 181,272 $ — $ — $ 181,272 $ — $ 181,272 $ — $ — $ 181,272 JNX Investment The Company has a minority investment (the “JNX Investment”) in Japannext Co., Ltd. (“JNX”), formerly known as SBI Japannext Co., Ltd., a proprietary trading system based in Tokyo. In connection with the JNX Investment, the Company issued the SBI Bonds (as described in Note 9 “Borrowings”) and used the proceeds to partially finance the transaction. The JNX Investment is included within Level 3 of the fair value hierarchy. As of March 31, 2026 and December 31, 2025, the fair value of the JNX Investment was determined using a weighted average of valuations using 1) the discounted cash flow method, an income approach; 2) a market approach based on average enterprise value/EBITDA ratios of comparable companies; and to a lesser extent 3) a transaction approach based on transaction values of comparable companies. The fair value measurement is highly sensitive to significant changes in the unobservable inputs, and significant increases (decreases) in discount rate or decreases (increases) in enterprise value/EBITDA multiples would result in a significantly lower (higher) fair value measurement. 22 The table below presents information on the valuation techniques, significant unobservable inputs and their ranges for the JNX Investment: March 31, 2026 (in thousands) Fair Value Valuation Technique Significant Unobservable Input Range Weighted Average Equity investment $ 80,561 Discounted cash flow Estimated revenue growth 5.0 % - 12.7 % 6.9 % Discount rate 16.3 % - 16.3 % 16.3 % Market Future enterprise value/ EBITDA ratio 7.8 x - 17.6 x 13.4 x December 31, 2025 (in thousands) Fair Value Valuation Technique Significant Unobservable Input Range Weighted Average Equity investment $ 86,491 Discounted cash flow Estimated revenue growth 5.0 % - 6.0 % 5.3 % Discount rate 16.2 % - 16.2 % 16.2 % Market Future enterprise value/ EBITDA ratio 9.5 x - 20.1 x 15.0 x Changes in the fair value of the JNX Investment are included within Other, net in the Condensed Consolidated Statements of Comprehensive Income. The following presents the changes in the Company’s Level 3 financial instruments measured at fair value on a recurring basis: Three Months Ended March 31, 2026 (in thousands) Balance at December 31, 2025 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2026 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2026 Assets Other assets: Equity investment $ 86,491 $ — $ ( 5,930 ) $ — $ — $ 80,561 $ ( 5,930 ) Total $ 86,491 $ — $ ( 5,930 ) $ — $ — $ 80,561 $ ( 5,930 ) (1) Total realized and unrealized gains/(losses) includes gains and losses due to fluctuations in currency rates as well as gains and losses recognized on changes in the fair value of the JNX Investment. Three Months Ended March 31, 2025 (in thousands) Balance at December 31, 2024 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2025 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2025 Assets Other assets: Equity investment $ 75,843 $ — $ 9,166 $ — $ — $ 85,009 $ 9,166 Total $ 75,843 $ — $ 9,166 $ — $ — $ 85,009 $ 9,166 (1) Total realized and unrealized gains/(losses) includes gains and losses due to fluctuations in currency rates as well as gains and losses recognized on changes in the fair value of the JNX Investment. 23 Financial Instruments Not Measured at Fair Value The table below presents the carrying value, fair value and fair value hierarchy category of certain financial instruments that are not measured at fair value on the Condensed Consolidated Statements of Financial Condition. The table below excludes non-financial assets and liabilities. The carrying value of financial instruments not measured at fair value categorized in the fair value hierarchy as Level 1 and Level 2 approximates fair value due to the relatively short-term nature of the underlying assets. The fair value of the Company’s long-term borrowings is based on quoted prices from the market for similar instruments, and is categorized as Level 2 in the fair value hierarchy. The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of March 31, 2026: March 31, 2026 Carrying Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (in thousands) Fair Value (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 973,225 $ 973,225 $ 973,225 $ — $ — Cash restricted or segregated under regulations and other 56,976 56,976 56,976 — — Securities borrowed 3,055,305 3,055,305 — 3,055,305 — Securities purchased under agreements to resell 1,644,231 1,644,231 — 1,644,231 — Receivables from broker-dealers and clearing organizations 3,725,267 3,725,267 — 3,725,267 — Receivables from customers 297,628 297,628 — 297,628 — Other assets (1) 46,716 46,716 14,537 32,179 — Total Assets $ 9,799,348 $ 9,799,348 $ 1,044,738 $ 8,754,610 $ — Liabilities Short-term borrowings $ 154,973 $ 156,920 $ — $ 156,920 $ — Long-term borrowings 2,025,112 2,068,818 — 2,068,818 — Securities loaned 3,723,360 3,723,360 — 3,723,360 — Securities sold under agreements to repurchase 2,214,540 2,214,540 — 2,214,540 — Payables to broker-dealers and clearing organizations 1,155,171 1,155,171 — 1,155,171 — Payables to customers 69,601 69,601 — 69,601 — Other liabilities (2) 47,529 47,529 — 47,529 — Total Liabilities $ 9,390,286 $ 9,435,939 $ — $ 9,435,939 $ — (1) Includes cash collateral and deposits, and interest and dividends receivables. (2) Includes deposits, interest and dividends payable. 24 The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of December 31, 2025: December 31, 2025 Carrying Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (in thousands) Fair Value (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 1,061,697 $ 1,061,697 $ 1,061,697 $ — $ — Cash restricted or segregated under regulations and other 64,744 64,744 64,744 — — Securities borrowed 3,191,138 3,191,138 — 3,191,138 — Securities purchased under agreements to resell 988,929 988,929 — 988,929 — Receivables from broker-dealers and clearing organizations 1,567,471 1,567,471 — 1,567,471 — Receivables from customers 161,561 161,561 — 161,561 — Other assets (1) 39,945 39,945 16,414 23,531 — Total Assets $ 7,075,485 $ 7,075,485 $ 1,142,855 $ 5,932,630 $ — Liabilities Short-term borrowings $ 12,382 $ 12,382 $ — $ 12,382 $ — Long-term borrowings 2,039,463 2,098,639 — 2,098,639 — Securities loaned 3,477,831 3,477,831 — 3,477,831 — Securities sold under agreements to repurchase 1,405,639 1,405,639 — 1,405,639 — Payables to broker-dealers and clearing organizations 817,004 817,004 — 817,004 — Payables to customers 43,103 43,103 — 43,103 — Other liabilities (2) 26,039 26,039 — 26,039 — Total Liabilities $ 7,821,461 $ 7,880,637 $ — $ 7,880,637 $ — (1) Includes cash collateral and deposits, and interest and dividends receivables. (2) Includes deposits, interest and dividends payable. Offsetting of Financial Assets and Liabilities The Company does not net securities borrowed and securities loaned, or securities purchased under agreements to resell and securities sold under agreements to repurchase. These financial instruments are presented on a gross basis in the Condensed Consolidated Statements of Financial Condition. In the tables below, the amounts of financial instruments owned that are not offset in the Condensed Consolidated Statements of Financial Condition, but could be netted against financial liabilities with specific counterparties under legally enforceable master netting agreements in the event of default, are presented to provide financial statement readers with the Company’s estimate of its net exposure to counterparties for these financial instruments. 25 The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of March 31, 2026 and December 31, 2025: March 31, 2026 Gross Amounts of Recognized Assets Amounts Offset in the Condensed Consolidated Statements of Financial Condition Net Amounts of Assets Presented in the Condensed Consolidated Statements of Financial Condition Amounts Not Offset in the Condensed Consolidated Statements of Financial Condition (in thousands) Financial Instrument Collateral Counterparty Netting/ Cash Collateral Net Amount Offsetting of Financial Assets: Securities borrowed $ 3,055,305 $ — $ 3,055,305 $ ( 3,044,456 ) $ ( 2,978 ) $ 7,871 Securities purchased under agreements to resell 1,644,231 — 1,644,231 ( 1,644,231 ) — — Trading assets, at fair value: Currency forwards 468,320 ( 456,521 ) 11,799 — — 11,799 Options 10,760 — 10,760 — ( 10,617 ) 143 Total $ 5,178,616 $ ( 456,521 ) $ 4,722,095 $ ( 4,688,687 ) $ ( 13,595 ) $ 19,813 Gross Amounts of Recognized Liabilities Amounts Offset in the Condensed Consolidated Statements of Financial Condition Net Amounts of Liabilities Presented in the Condensed Consolidated Statements of Financial Condition Amounts Not Offset in the Condensed Consolidated Statements of Financial Condition (in thousands) Financial Instrument Collateral Counterparty Netting/ Cash Collateral Net Amount Offsetting of Financial Liabilities: Securities loaned $ 3,723,360 $ — $ 3,723,360 $ ( 3,710,015 ) $ ( 10,550 ) $ 2,795 Securities sold under agreements to repurchase 2,214,540 — 2,214,540 ( 2,214,540 ) — — Trading liabilities, at fair value: Currency forwards 490,175 ( 490,175 ) — — — — Options 15,125 — 15,125 — ( 15,125 ) — Total $ 6,443,200 $ ( 490,175 ) $ 5,953,025 $ ( 5,924,555 ) $ ( 25,675 ) $ 2,795 December 31, 2025 Gross Amounts of Recognized Assets Amounts Offset in the Condensed Consolidated Statements of Financial Condition Net Amounts of Assets Presented in the Condensed Consolidated Statements of Financial Condition Amounts Not Offset in the Condensed Consolidated Statements of Financial Condition (in thousands) Financial Instrument Collateral Counterparty Netting/ Cash Collateral Net Amount Offsetting of Financial Assets: Securities borrowed $ 3,191,138 $ — $ 3,191,138 $ ( 3,083,612 ) $ ( 53,461 ) $ 54,065 Securities purchased under agreements to resell 988,929 — 988,929 ( 988,274 ) — 655 Trading assets, at fair value: Currency forwards 211,856 ( 204,775 ) 7,081 — — 7,081 Options 97,459 — 97,459 — ( 96,708 ) 751 Total $ 4,489,382 $ ( 204,775 ) $ 4,284,607 $ ( 4,071,886 ) $ ( 150,169 ) $ 62,552 26 Gross Amounts of Recognized Liabilities Amounts Offset in the Condensed Consolidated Statements of Financial Condition Net Amounts of Liabilities Presented in the Condensed Consolidated Statements of Financial Condition Amounts Not Offset in the Condensed Consolidated Statements of Financial Condition (in thousands) Financial Instrument Collateral Counterparty Netting/ Cash Collateral Net Amount Offsetting of Financial Liabilities: Securities loaned $ 3,477,831 $ — $ 3,477,831 $ ( 3,382,370 ) $ ( 67,690 ) $ 27,771 Securities sold under agreements to repurchase 1,405,639 — 1,405,639 ( 1,404,924 ) — 715 Payables to broker-dealers and clearing organizations: Interest rate swaps — — — — — — Trading liabilities, at fair value: Currency forwards 198,463 ( 198,463 ) — — — — Options 216,992 — 216,992 — ( 96,708 ) 120,284 Total $ 5,298,925 $ ( 198,463 ) $ 5,100,462 $ ( 4,787,294 ) $ ( 164,398 ) $ 148,770 The following table presents gross obligations for securities sold under agreements to repurchase and for securities lending transactions by remaining contractual maturity and the class of collateral pledged as of March 31, 2026 and December 31, 2025: March 31, 2026 Remaining Contractual Maturity (in thousands) Overnight and Continuous Less than 30 days 30 - 60 days 61 - 90 Days Greater than 90 days Total Securities sold under agreements to repurchase: Equity securities $ 150,000 $ 165,000 $ 85,000 $ 100,000 $ — $ 500,000 U.S. and Non-U.S. government obligations 1,714,540 — — — — 1,714,540 Total $ 1,864,540 $ 165,000 $ 85,000 $ 100,000 $ — $ 2,214,540 Securities loaned: Equity securities $ 3,723,360 $ — $ — $ — $ — $ 3,723,360 Total $ 3,723,360 $ — $ — $ — $ — $ 3,723,360 December 31, 2025 Remaining Contractual Maturity (in thousands) Overnight and Continuous Less than 30 days 30 - 60 days 61 - 90 Days Greater than 90 days Total Securities sold under agreements to repurchase: Equity securities $ — $ 315,000 $ 85,000 $ 100,000 $ — $ 500,000 U.S. and Non-U.S. government obligations 905,639 — — — — 905,639 Total $ 905,639 $ 315,000 $ 85,000 $ 100,000 $ — $ 1,405,639 Securities loaned: Equity securities $ 3,477,831 $ — $ — $ — $ — $ 3,477,831 Total $ 3,477,831 $ — $ — $ — $ — $ 3,477,831 27 11. Digital Assets Held The following table summarizes Digital assets held at March 31, 2026 and December 31, 2025: (in thousands, except units) March 31, 2026 Units Cost Basis Fair Value Bitcoin 1,859 $ 124,603 $ 126,427 Ethereum 13,446 27,941 28,225 Other NM 39,514 40,420 Total Digital assets held $ 192,058 $ 195,072 (in thousands, except units) December 31, 2025 Units Cost Basis Fair Value Bitcoin 1,274 $ 112,392 $ 111,760 Other NM 41,802 42,850 Total Digital assets held $ 154,194 $ 154,610 As of March 31, 2026, 50.0 million PYTH tokens with a fair value of $ 2.0 million are subject to selling restrictions. The time-based selling restrictions will unlock annually between 2026 and 2027. 12. Derivative Instruments The fair value of the Company’s derivative instruments on a gross basis consisted of the following at March 31, 2026 and December 31, 2025: (in thousands) March 31, 2026 December 31, 2025 Derivatives Assets Financial Statement Location Fair Value Notional Fair Value Notional Derivative instruments not designated as hedging instruments: Equities futures Receivables from broker-dealers and clearing organizations $ ( 4,876 ) $ 2,573,927 $ ( 60 ) $ 1,017,174 Commodity futures Receivables from broker-dealers and clearing organizations ( 58,411 ) 13,818,176 ( 20,294 ) 11,492,904 Currency futures Receivables from broker-dealers and clearing organizations ( 48 ) 1,242,244 4,418 4,575,259 Fixed income futures Receivables from broker-dealers and clearing organizations ( 12 ) 11,549 ( 25 ) 11,711 Options Financial instruments owned 10,760 2,540,084 97,459 2,565,169 Currency forwards Financial instruments owned 468,320 45,515,646 211,856 28,015,291 Derivatives Liabilities Financial Statement Location Fair Value Notional Fair Value Notional Derivative instruments not designated as hedging instruments: Equities futures Payables to broker-dealers and clearing organizations $ 5,691 $ 583,764 $ 1,399 $ 940,143 Commodity futures Payables to broker-dealers and clearing organizations ( 23,020 ) 1,143,741 ( 4,409 ) 171,504 Currency futures Payables to broker-dealers and clearing organizations 1,441 2,978,573 216 212,120 Fixed income futures Payables to broker-dealers and clearing organizations ( 50 ) 615,185 ( 199 ) 383,154 Options Financial instruments sold, not yet purchased 15,125 2,517,159 216,992 2,637,691 Currency forwards Financial instruments sold, not yet purchased 490,175 45,526,573 198,463 28,008,595 Amounts included in receivables from and payables to broker-dealers and clearing organizations represent net variation margin on long and short futures contracts as well as amounts receivable or payable on interest rate swaps. 28 The following table summarizes the net gain (loss) from derivative instruments not designated as hedging instruments under ASC 815, which are recorded in total revenues, and from those designated as hedging instruments under ASC 815, which are initially recorded in other comprehensive income in the accompanying Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025. Three Months Ended March 31, (in thousands) Financial Statements Location 2026 2025 Derivative instruments not designated as hedging instruments: Futures Trading income, net $ ( 97,273 ) $ ( 30,231 ) Currency forwards Trading income, net 47,223 89,027 Options Trading income, net 45,988 8,582 Terminated interest rate swaps (2) Financing interest expense on long-term borrowings — ( 2,910 ) $ ( 4,062 ) $ 64,468 Derivative instruments designated as hedging instruments: Interest rate swaps (1) Other comprehensive income $ — $ 431 $ — $ 431 (1) The Company entered into a two-year $ 1,525 million floating-to-fixed interest rate agreement in December 2023 (the “December 2023 Swap”). The two-year interest rate swap met the criteria to be considered as a qualifying cash flow hedge under ASC 815 as of December 2023, and the mark-to-market gains (losses) on the instrument was deferred within Other comprehensive income on the Condensed Consolidated Statements of Comprehensive Income. In November 2025, the designation of the interest rate swap as a cash flow hedge was discontinued upon the termination of the December 2023 Swap in accordance with its contractual terms, and no further gains or losses related to this instrument are recorded in Other comprehensive income. See Note 9 “Borrowings” for further details. (2) The Company records the amortization of AOCI balances related to its previously terminated interest rate swaps in Financing interest expense on long-term borrowings on the Condensed Consolidated Statements of Comprehensive Income. See Note 9 “Borrowings” for further details on the previously terminated swaps. 13. Variable Interest Entities A variable interest entity (“VIE”) is an entity that lacks one or more of the following characteristics: (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The Company will be considered to have a controlling financial interest and will consolidate a VIE if it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company has an interest in a joint venture (“JV”) that builds and maintains communication networks and related assets globally. The Company and its JV partners each pay monthly fees for the use of the communication networks in connection with their respective trading activities, and the JV may sell excess bandwidth that is not utilized by the JV members to third parties. As of March 31, 2026, the Company held a noncontrolling interest of 50.0 % in the JV. The Company has an interest in a JV that offers derivatives trading technology and execution services to broker-dealers, professional traders and select hedge funds. As of March 31, 2026, the Company held approximately a 9.8 % noncontrolling interest in this JV. The Company has an interest in a JV that operates a member-owned equities exchange with the goal of increasing competition and transparency, while reducing fixed costs and simplifying execution of equity trading in the U.S. As of March 31, 2026, the Company held approximately a 12.7 % noncontrolling interest in this JV. The Company has an interest in a JV that was formed for the purpose of developing and operating a cryptocurrency trading platform with the goal of increasing competition and transparency, while improving trading performance and reducing operational risk. As of March 31, 2026, the Company held approximately a 8.5 % noncontrolling interest in this JV. The Company’s JVs noted above meet the criteria to be considered VIEs, which it does not consolidate. The Company records its interest in the JVs under the equity method of accounting and records its investment in the JVs within Other assets and its amounts payable for communication services provided by the telecommunications JV within Accounts payable, accrued 29 expenses and other liabilities on the Statements of Financial Condition as applicable. The Company records its pro-rata share of the JVs’ earnings or losses within Other, net and fees related to the use of communication services provided by the telecommunications JV within Communications and data processing on the Condensed Consolidated Statements of Comprehensive Income. The Company’s exposure to the obligations of these VIEs is generally limited to its interests in each respective JV, which is the carrying value of the equity investment in each JV. The following table presents the Company’s nonconsolidated VIEs at March 31, 2026: Carrying Amount Maximum Exposure to Loss VIEs' assets (in thousands) Asset Liability Equity investment $ 91,113 $ — $ 91,113 $ 426,759 The following table presents the Company’s nonconsolidated VIEs at December 31, 2025: Carrying Amount Maximum Exposure to Loss VIEs' assets (in thousands) Asset Liability Equity investment $ 92,127 $ — $ 92,127 $ 422,006 The Company formed a JV to support the growth and expansion of a multi-asset request-for-quote communication platform in 2022. Upon the formation of the JV, the Company held a 51 % controlling interest. The JV met the criteria to be considered a VIE, and based on the standard for control set forth above, the Company consolidated this entity and recorded the interest that the Company did not own as noncontrolling interest in the Condensed Consolidated Financial Statements. On May 9, 2025, the Company completed the sale of a 49 % interest in the multi-asset request-for-quote communication platform JV. Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub. The Company ceased to control, and deconsolidated, RFQ-hub at such time. See Note 3 “Sale of RFQ-hub” for further details. 14. Revenues from Contracts with Customers For more information on revenue recognition and the nature of services provided, see Note 2 “Summary of Significant Accounting Policies” and Note 14 “Revenues from Contracts with Customers” to the Consolidated Financial Statements of the Company’s 2025 Annual Report on Form 10-K. Disaggregation of Revenues The following tables present the Company’s revenue from contracts with customers disaggregated by service, and timing of revenue recognition, reconciled to the Company’s segments, for the three months ended March 31, 2026 and 2025: 30 Three Months Ended March 31, 2026 (in thousands) Market Making Execution Services Corporate Total Revenues from contracts with customers: Commissions, net $ 8,675 $ 140,595 $ — $ 149,270 Workflow technology — 27,830 — 27,830 Analytics — 9,525 — 9,525 Total revenue from contracts with customers 8,675 177,950 — 186,625 Other sources of revenue 907,022 9,181 ( 7,501 ) 908,702 Total revenues $ 915,697 $ 187,131 $ ( 7,501 ) $ 1,095,327 Timing of revenue recognition: Services transferred at a point in time $ 915,697 $ 168,081 $ ( 7,501 ) $ 1,076,277 Services transferred over time — 19,050 — 19,050 Total revenues $ 915,697 $ 187,131 $ ( 7,501 ) $ 1,095,327 Three Months Ended March 31, 2025 (in thousands) Market Making Execution Services Corporate Total Revenues from contracts with customers: Commissions, net $ 17,312 $ 97,434 $ — $ 114,746 Workflow technology — 27,071 — 27,071 Analytics — 9,490 — 9,490 Total revenue from contracts with customers 17,312 133,995 — 151,307 Other sources of revenue 673,860 7,013 5,689 686,562 Total revenues $ 691,172 $ 141,008 $ 5,689 $ 837,869 Timing of revenue recognition: Services transferred at a point in time $ 691,172 $ 123,068 $ 5,689 $ 819,929 Services transferred over time — 17,940 — 17,940 Total revenues $ 691,172 $ 141,008 $ 5,689 $ 837,869 Remaining Performance Obligations and Revenue Recognized from Past Performance Obligations As of March 31, 2026 and 2025, the aggregate amount of the transaction price allocated to the performance obligations relating to workflow technology and analytics revenues that are unsatisfied (or partially unsatisfied) was not material. Contract Assets and Contract Liabilities The timing of the revenue recognition may differ from the timing of payment from customers. The Company records a receivable when revenue is recognized prior to payment, and when the Company has an unconditional right to payment. The Company records a contract liability when payment is received prior to the time at which the satisfaction of the service obligation occurs. Receivables related to revenues from contracts with customers amounted to $ 67.5 million and $ 64.5 million as of March 31, 2026 and December 31, 2025, respectively. The Company did not identify any contract assets. There were no impairment losses on receivables as of March 31, 2026. Deferred revenue primarily relates to deferred commissions allocated to analytics products and subscription fees billed 31 in advance of satisfying the performance obligations. Deferred revenue related to contracts with customers was $ 10.1 million and $ 9.2 million as of March 31, 2026 and December 31, 2025, respectively. The Company recognized the full amount of revenue during the three months ended March 31, 2026 and 2025, that had been recorded as deferred revenue in the respective prior year. The Company has not identified any costs to obtain or fulfill its contracts under ASC 606. 15. Income Taxes The Company is subject to U.S. federal, state and local income tax at the rate applicable to corporations for the share of income that is not attributable to the noncontrolling interest in Virtu Financial. These noncontrolling interests are subject to U.S. taxation at the partner level. Accordingly, for the three months ended March 31, 2026 and 2025, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S. income tax expense attributable to these noncontrolling interests was not reported by the Company as it is the obligation of the individual partners. The Company’s non-U.S. subsidiaries are subject to foreign income taxes in the jurisdictions in which they operate. The Company’s provisions for income taxes and effective tax rates were $ 63.0 million, and 15.4 %, and $ 34.1 million, and 15.2 % for the three months ended March 31, 2026 and 2025, respectively. Income tax expense is also affected by the differing effective tax rates in foreign, state and local jurisdictions where certain of the Company’s subsidiaries are subject to corporate taxation. Included in Other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2026 and December 31, 2025 are current income tax receivables of $ 2.1 million and $ 36.8 million, respectively. The balances at March 31, 2026 and December 31, 2025 primarily comprised prepayments of income tax and income tax benefits due to the Company from federal, state, local, and foreign tax jurisdictions based on income before taxes. Included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition at March 31, 2026 and December 31, 2025 are current tax liabilities of $ 49.2 million and $ 37.8 million, respectively. The balances at March 31, 2026 and December 31, 2025 primarily comprise income taxes owed to federal, state and local, and foreign tax jurisdictions based on income before taxes. Deferred income taxes arise primarily due to the amortization of the deferred tax assets recognized in connection with the IPO (see Note 5 “Tax Receivable Agreements”), differences in the valuation of financial assets and liabilities, and other temporary differences arising from the deductibility of compensation, depreciation, and other expenses in different time periods for book and income tax return purposes. There are no expiration dates on the deferred tax assets. The provisions of ASC 740 require that carrying amounts of deferred tax assets be reduced by a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets. At March 31, 2026 and December 31, 2025, the Company did not have any U.S. federal, state or local net operating loss carryforwards and therefore the Company did not record a deferred tax asset related to any federal net operating loss carryforwards. The Company has non-U.S. net operating losses at March 31, 2026 and December 31, 2025, of $ 42.1 million and $ 46.8 million, respectively, and has recorded related deferred tax assets of $ 7.0 million and $ 7.9 million, respectively. A full valuation allowance was recorded against these deferred tax assets at March 31, 2026 and December 31, 2025 as it is more likely than not that these deferred tax assets will not be realized. No valuation allowance against the remaining deferred taxes was recorded as of March 31, 2026 and December 31, 2025 because it is more likely than not that these deferred tax assets will be fully realized. The Company is subject to taxation in U.S. federal, state, local and foreign jurisdictions. As of March 31, 2026, the Company’s tax years for 2022 through 2024 and 2018 through 2024 are subject to examination by U.S. and non-U.S. tax authorities, respectively. In addition, the Company is subject to state and local income tax examinations in various jurisdictions for the tax years 2018 through 2024. The final outcome of these examinations is not yet determinable. However, the Company anticipates that adjustments related to these examinations, if any, will not result in a material change to its financial condition, results of operations and cash flows. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income or loss before income taxes and noncontrolling interest. Penalties, if any, are recorded in Operations and 32 administrative expense and interest received or paid is recorded in Other, net or Operations and administrative expense in the Condensed Consolidated Statements of Comprehensive Income, respectively. The Company had $ 19.4 million of unrecognized tax benefits as of March 31, 2026, all of which would affect the Company’s effective tax rate if recognized. The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of March 31, 2026. 16. Commitments, Contingencies and Guarantees Legal and Regulatory Proceedings In the ordinary course of business, the nature of the Company’s business subjects it to claims, lawsuits, regulatory examinations or investigations and other proceedings, any of which could result in the imposition of fines, penalties or other sanctions against the Company. The Company and its subsidiaries are subject to several of these matters at the present time. As previously disclosed in prior regulatory filings, the U.S. Securities and Exchange Commission (“SEC”) undertook an investigation of aspects of the Company’s internal information access barriers. The Company cooperated with this civil investigation and engaged in settlement discussions but was unable to reach a settlement. In September 2023, the SEC filed an action against the Company in federal court in the Southern District of New York, alleging violations of federal securities laws with respect to the Company’s information barriers policies and procedures for a specified time period in and around January 2018 to April 2019 and related statements made by the Company during such period. In December 2025, the matter was resolved as the Company voluntarily consented to the entry of a final order without admitting or denying the SEC’s allegations with respect to its policies and procedures. Pursuant to the order, the Company paid a penalty in the amount of $ 2.5 million and consented to an injunction with respect to violations of Section 15(g) of the Securities Exchange Act of 1934, while the SEC’s claims with respect to the Company’s statements were dismissed with prejudice. In matters related to the SEC investigation noted above, the Company and certain of its current and former executive officers were named as defendants on May 19, 2023 in Hiebert v. Virtu Financial, Inc., No. 23-cv-03770 and on October 31, 2023 in City of Birmingham Retirement and Relief System v. Virtu Financial, Inc., No. 23-cv-08123. The complaints were each filed by purported stockholders in the Eastern District of New York on behalf of a putative class and assert that the Company made materially false and misleading statements and omissions in its public filings in violation of federal securities laws. The complaints were subsequently consolidated and recaptioned in re Virtu Financial, Inc. Securities Litigation , No. 23-cv-03770. The Company believes the defendants have meritorious defenses against claims that its public disclosures were inadequate or misleading. The Company maintains that such disclosures were true and accurate and compliant with applicable law, and the defendants are defending themselves vigorously. The Company also has received requests for information related to the SEC investigation pursuant to Section 220 of the Delaware General Corporation Law from counsel for purported stockholders. On March 26, 2025, members of the Company’s Board of Directors and certain current and former executives were named in a derivative complaint in Adams v. Viola et al. , No. 1:25-cv-1688 filed on behalf of the Company in the Eastern District of New York in which it is asserted that the defendants breached fiduciary duties to the Company related to the FS matter. A similar derivative complaint was filed on April 9, 2025 in Deisz v. Viola et al. , 25-CV-1958 in the Eastern District of New York against current and former members of the Board of Directors and executives. The derivative complaints were subsequently consolidated and recaptioned In re Virtu Financial Inc. Derivative Litigation . On December 11, 2025, a complaint making similar allegations against current and former directors and officers, captioned Curti v. Viola et al., No. 2025-1441-KSJM, was filed in Delaware Chancery Court. The defendants in these cases deny that they breached any fiduciary duties related to the FS matter and are defending themselves vigorously. On November 30, 2020, the Company was named as a defendant in In re United States Oil Fund, LP Securities Litigation , No. 20-cv-4740. The consolidated amended complaint was filed in federal district court in New York on behalf of a putative class, and asserts claims against the Company and numerous other financial institutions under Section 11 of the Securities Act of 1933 in connection with trading in United States Oil Fund, LP, a crude oil ETF. The complaint also names the ETF, its sponsor, and related individuals as defendants. The complaint did not specify the amount of alleged damages. Defendants moved to dismiss the consolidated amended complaint on January 29, 2021; the motion was granted on September 29, 2025. In November, 2025, the plaintiffs moved for leave to file a proposed second amended complaint, briefing was completed on the motion and it is currently pending before the court. The Company believes that the claims are without merit and plans to continue defending itself vigorously if necessary. 33 On March 7, 2022, the Company was named as a defendant in Iron Workers Local No. 55 Pension Fund v. Virtu Financial, Inc. , No. 2022-0211-PAF pending in the Court of Chancery of the State of Delaware. The complaint (the 220 Complaint”), filed by a purported stockholder, seeks to compel the inspection of certain Company books and records pursuant to Section 220 of the Delaware General Corporation Law. The 220 Complaint alleged that the stockholder sought Company information to investigate (a) whether wrongdoing or mismanagement occurred in connection with distributions made to the partners of Virtu Financial pursuant to the Company’s Up-C corporate structure; (b) the independence and disinterestedness of the Company’s directors and/or officers and whether the directors breached their fiduciary duties; and (c) potential damages relating thereto. The Company made substantial productions of documents and other information in response to plaintiff's requests. In January 2025, the plaintiff voluntarily dismissed the 220 Complaint and filed a complaint in the Court of Chancery of the State of Delaware naming the Company and its directors, officers, and controlling stockholder as defendants, captioned Iron Workers Local No. 55 Pension Fund v. Viola et al. , No. 2025-0058-JTL, alleging breaches of fiduciary duties which purportedly have caused harm to holders of the Company’s Class A common stock. The defendants in these cases deny they breached their fiduciary duties and are defending themselves vigorously. On October 17, 2022, the Company’s subsidiary, along with several other parties, was named as a defendant in Mallinckrodt PLC, et al. (Reorganized Debtors); Opioid Master Disbursement Trust II v. Argos Capital Appreciation Master Fund LP et al No. 20-12522. The complaint alleges that Mallinckrodt PLC engaged in a share repurchase program from 2015 through 2018 pursuant to which it repurchased its own shares in various open market transactions, a period during which it was allegedly insolvent. The debtor plaintiff is seeking to unwind the transactions consummated under the program, alleging such transactions constituted fraudulent transfers by the debtor. The Company believes it has meritorious defenses against any unwinding of transactions, and the court granted its motion to dismiss in March 2025. The debtor plaintiff appealed the dismissal to the United States District Court for the District of Delaware, and the district court affirmed the bankruptcy court’s dismissal in November 2025. On December 1, 2022, the Company’s subsidiary, along with several other parties, was named as a defendant in N orthwest Biotherapeutics, Inc. v. Canaccord Genuity LLC, et al No. 1:22-cv-10185, filed in United States District Court in the Southern District of New York. The initial complaint alleged that defendants engaged in market manipulation in the plaintiff’s stock during a period from 2018 to 2022. A first amended complaint was filed on April 10, 2023, bringing substantially the same allegations as the initial complaint. The first amended complaint was dismissed with leave to amend on February 14, 2024. Plaintiff filed a second amended complaint on March 18, 2024. Neither the operative complaint nor prior iterations specify the amount of alleged damages. On March 27, 2025, the district court partially granted the defendants’ motion to dismiss. On November 14, 2025, the Company’s subsidiary, along with another market maker, was named as a defendant in Genius Group Limited v. Citadel Securities LLC, et al No. 1:25-CV-09546, filed in United States District Court in the Southern District of New York. The putative class action complaint alleges that defendants engaged in market manipulation of the plaintiff’s stock during a period from 2022 to 2025. On January 7, 2026, the Company, along with several other parties, was named as a defendant in Asia Broadband, Inc. v. Virtu Financial Inc. et al No. 2:26-cv-00175, filed in United States District Court in the Central District of California. The putative class action complaint alleges that the defendants engaged in market manipulation of the plaintiff’s stock during a period from 2021 to 2025. The Company believes that all of these claims are without merit and is defending itself vigorously. On October 7, 2024, the Company and its 50 % owned subsidiary, NLN Holdings, LLC, along with several other defendants, were named in a lawsuit brought by Skywave Networks, LLC in the United States District Court for the Northern District of Illinois, Skywave Networks, LLC v. DiSomma, et al., 1:24-cv-09650 (N.D.Ill.). The complaint alleges that defendants engaged in violations of federal law, 18 U.S.C. sec. 1962, in connection with the application for and utilization of various licenses issued by the Federal Communications Commission, purportedly harming plaintiffs’ attempts to offer certain network communications capacity on a commercial basis. The complaint does not specify any amount of alleged damages. On February 13, 2025, the plaintiffs filed a First Amended Complaint which does not specify any amount of alleged damages. On December 2, 2025, the court granted the Company’s motion to dismiss the complaint. On December 31, 2025, the Plaintiffs filed a notice of appeal with the 7th Circuit Court of Appeals. The Company believes that the claims are without merit and intends to continue to defend itself vigorously. 34 Given the inherent difficulty of predicting the outcome of litigation and regulatory matters, particularly in regulatory examinations or investigations or other proceedings in which substantial or indeterminate judgments, settlements, disgorgements, restitution, penalties, injunctions, damages or fines are sought, or where such matters are in the early stages, the Company cannot estimate losses or ranges of losses for such matters where there is only a reasonable possibility that a loss may be incurred, and utilizes its judgment in accordance with applicable accounting standards in booking any associated estimated liability. It is not presently possible to determine the ultimate exposure to these matters and it is possible that the resolution of the outstanding matters will significantly exceed any estimated liabilities accrued by the Company. In addition, there are numerous factors that result in a greater degree of complexity in class-action lawsuits as compared to other types of litigation. There can be no assurance that these various legal proceedings will not significantly exceed any estimated liability accrued by the Company or have a material adverse effect on the Company’s results of operations in any future period, and a material judgment, fine or sanction could have a material adverse impact on the Company’s financial condition, results of operations and cash flows. However, it is the opinion of management, after consultation with legal counsel that, based on information currently available, the ultimate outcome of these matters will not have a material adverse impact on the business, financial condition or operating results of the Company, although they might be material to the operating results for any particular reporting period. The Company carries directors’ and officers’ liability insurance coverage and other insurance coverage for potential claims, including securities actions, against the Company and its respective directors and officers. 35 Other Legal and Regulatory Matters The Company owns subsidiaries including regulated entities that are subject to extensive oversight under federal, state and applicable international laws as well as self-regulatory organization (“SRO”) rules. Changes in market structure and the need to remain competitive require constant changes to the Company’s systems, order routing and order handling procedures. The Company makes these changes while continuously endeavoring to comply with many complex laws and rules. Compliance, surveillance and trading issues common in the securities industry are monitored by, reported to, and/or reviewed in the ordinary course of business by the Company’s regulators in the U.S. and abroad. As a major order flow execution destination, the Company is named from time to time in, or is asked to respond to a number of regulatory matters brought by U.S. regulators, foreign regulators, SROs, as well as actions brought by private plaintiffs, which arise from its business activities. There has recently been an increased focus by regulators on Anti-Money Laundering and sanctions compliance by broker-dealers and similar entities, as well as an enhanced interest on suspicious activity reporting and transactions involving microcap and low-priced securities. In addition, there has been increased regulatory, congressional and media scrutiny of U.S. equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms including, but not limited to, payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate structures, alternative trading systems and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds. In 2022 and 2023, the SEC under the prior administration proposed several rule changes focused on equity market structure reform, certain of which have been adopted, while others remain pending while others have been withdrawn. The SEC has recently (i) adopted rule amendments to minimum pricing increments under Rule 612 of Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and an amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infrastructure rule proposals”), which had a previous compliance date commencing in November 2025, and the compliance date for tick size and access fees rule changes have been delayed until November 2026, and the infrastructure rule proposal concerning odd lots has been delayed until May 2026, (ii) adopted amendments to Rule 605 of Regulation NMS, which had an initial compliance date on or about December 15, 2025 which has been postponed until August 1, 2026, and (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provided for fee collection commencing in November 2024 but which was ultimately struck down by the 11th Circuit Court of Appeals. On March 16, 2026, the SEC approved a revised CAT funding model on a two-year limited basis. On March 25, 2026, a petition was filed in the 11th Circuit Court of Appeals for a review of the revised plan. On April 16, 2026, the SEC issued a concept release seeking public comment on the CAT as part of the SEC’s comprehensive review. In June of 2025, under Chair Atkins, the SEC withdrew the following previously pending proposals: (i) Proposed Rule 615 of Regulation NMS (i.e., the Order Competition Rule), (ii) Regulation Best Execution, (iii) a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), (iv) proposed amendments to expand and update Regulation Systems Compliance and Integrity (SCI), and (v) a proposal to restrict volume based tiered pricing by equity exchanges in certain cases. Further, the FTC took steps to dismiss its appeal and accede to a vacatur of its previously announced final rule banning most non-compete clauses in employer-employee contracts. Other recent developments in law and regulation relating to digital assets and cryptocurrency include the adoption of the Guiding and Establishing National innovation for U.S. Stablecoins Act (the “GENIUS Act”) and the proposal of the Digital Asset Market Clarity Act (the “CLARITY Act”) and the “Responsible Financial Innovation Act of 2025” in the United States, and the adoption of the Markets in Crypto-Assets Regulation (MiCAR) in the EU. These remaining pending or potential rule changes in law, rule or regulation, to the extent adopted, along with those that have recently been adopted, could adversely affect the Company’s business or the Company’s industry, though may also have positive impacts. As indicated above, from time to time, the Company is the subject of requests for information and documents from the SEC, the Financial Industry Regulatory Authority (“FINRA”), state attorneys general, and other regulators and governmental authorities. It is the Company’s practice to cooperate and comply with the requests for information and documents. Additional information regarding legal and regulatory risks is described within the “Risk Factors” section under the sub header of “Legal and Regulatory Risks” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As indicated above, the Company is currently the subject of various regulatory reviews and investigations by state, federal and foreign regulators and SROs, including the SEC and FINRA. In some instances, these matters may result in a disciplinary action and/or a civil or administrative action. Further, as noted in the above Legal and Regulatory Proceedings section, there is inherent difficulty in predicting the outcome of regulatory examinations or investigations, and the Company cannot estimate losses or ranges of losses for these matters above what has already been accrued for. Representations and Warranties; Indemnification Arrangements In the normal course of its operations, the Company enters into contracts that contain a variety of representations and warranties in addition to indemnification obligations, including indemnification obligations in connection with the Acquisition of KCG and the ITG Acquisition. The Company’s maximum exposure under these arrangements is currently unknown, as such exposure could relate to claims not yet brought or events which have not yet occurred. 36 Consistent with standard business practices in the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and general indemnifications. The Company has also provided general indemnifications to its managers, officers, directors, employees, and agents against expenses, legal fees, judgments, fines, settlements, and other amounts actually and reasonably incurred by such persons under certain circumstances as more fully disclosed in its operating agreement. The overall maximum amount of the obligations (if any) cannot reasonably be estimated as it will depend on the facts and circumstances that give rise to any claims. 17. Leases The Company primarily enters into lessee arrangements for corporate office space, data centers, and technology equipment. For more information on lease accounting, see Note 2 “Summary of Significant Accounting Policies” and Note 17 “Leases” to the Consolidated Financial Statements of the Company’s 2025 Annual Report on Form 10-K. Lease assets and liabilities are summarized as follows: (in thousands) Financial Statement Location March 31, 2026 December 31, 2025 Operating leases Operating lease right-of-use assets Operating lease right-of-use assets $ 201,273 $ 213,707 Operating lease liabilities Operating lease liabilities 247,500 261,169 Finance leases Property and equipment, at cost Property, equipment, and capitalized software, net 35,966 36,611 Accumulated depreciation Property, equipment, and capitalized software, net ( 19,090 ) ( 17,703 ) Finance lease liabilities Accounts payable, accrued expenses, and other liabilities 17,951 19,984 Weighted average remaining lease term and discount rate are as follows: March 31, 2026 December 31, 2025 Weighted average remaining lease term Operating leases 4.21 years 4.40 years Finance leases 2.37 years 2.58 years Weighted average discount rate Operating leases 5.94 % 5.95 % Finance leases 5.81 % 5.83 % The components of lease expense are as follows: Three Months Ended March 31, (in thousands) 2026 2025 Operating lease cost: Fixed $ 18,528 $ 17,531 Variable 2,382 1,456 Total Operating lease cost $ 20,910 $ 18,987 Sublease income 3,246 3,470 Finance lease cost: Amortization of ROU Asset $ 2,031 $ 2,157 Interest on lease liabilities 281 334 Total Finance lease cost $ 2,312 $ 2,491 37 Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of March 31, 2026, are as follows: (in thousands) Operating Leases Finance Leases 2026 $ 61,361 $ 6,726 2027 76,591 7,871 2028 69,435 3,982 2029 23,368 662 2030 21,424 — 2031 and thereafter 28,349 — Total lease payments $ 280,528 $ 19,241 Less imputed interest ( 33,028 ) ( 1,290 ) Total lease liability $ 247,500 $ 17,951 18. Cash The following table provides a reconciliation of cash and cash equivalents together with restricted or segregated cash as reported within the Condensed Consolidated Statements of Financial Condition to the sum of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows. (in thousands) March 31, 2026 December 31, 2025 Cash and cash equivalents $ 973,225 $ 1,061,697 Cash restricted or segregated under regulations and other 56,976 64,744 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 1,030,201 $ 1,126,441 19. Capital Structure The Company has four classes of authorized common stock. The Class A Common Stock and the Class C Common Stock have one vote per share. The Class B Common Stock and the Class D Common Stock have 10 votes per share. Shares of the Company’s common stock generally vote together as a single class on all matters submitted to a vote of the Company’s stockholders. Mr. Vincent Viola together with certain affiliates controls approximately 87.4 % of the combined voting power of our common stock as a result of their ownership of our Class A, Class C and Class D Common Stock. The Company holds approximately a 57.4 % interest in Virtu Financial at March 31, 2026. During the period prior to the Company’s IPO and certain reorganization transactions consummated in connection with the IPO, Class A-2 profits interests and Class B interests in Virtu Financial were issued to Employee Holdco (as defined below) on behalf of certain key employees and stakeholders. In connection with these reorganization transactions, all Class A-2 profits interests and Class B interests were reclassified into Virtu Financial Units. As of March 31, 2026 and December 31, 2025, there were 3,402,959 and 3,402,959 Virtu Financial Units outstanding held by Employee Holdco, respectively, and 367,123 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the three months ended March 31, 2025, and no units were exchanged, forfeited or repurchased during the three months ended March 31, 2026. Second Amended and Restated 2015 Management Incentive Plan The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the IPO, and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017, June 5, 2020, June 2, 2022, and June 2, 2025. The Second Amended and Restated 2015 Management Incentive Plan provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 33,500,000 shares of Class A Common Stock, subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year. 38 On November 13, 2020, the Company amended its form award agreement for the issuance of RSUs to provide for the continued vesting of outstanding RSU awards upon the occurrence of a qualified retirement (the “RSU Amendment”). A qualified retirement generally means a voluntary resignation by the participant (i) after five years of service, (ii) the participant attaining the age of 50 and (iii) the sum of the participant’s age and service at the time of termination equaling or exceeding 65. Continued vesting is subject to the participant entering into a 2 year non-compete. The RSU Amendment was authorized and approved by the Compensation Committee of the Company’s Board of Directors. As a result of the RSU Amendment, currently issued and outstanding RSUs held by the Company’s employees, including its executive officers, shall be deemed to be subject to the amended terms of the form award agreement, and any future RSU awards shall also be governed by such amended terms. Share Repurchase Program On November 6, 2020, the Company’s Board of Directors authorized a share repurchase program of up to $ 100.0 million in Class A common stock and Virtu Financial Units by December 31, 2021. On February 11, 2021, the Company’s Board of Directors authorized the expansion of the program by an additional $ 70 million in Class A Common Stock and Virtu Financial Units. On May 4, 2021, the Company’s Board of Directors authorized the expansion of the Company’s share repurchase program, increasing the total authorized amount by an additional $ 300 million in Class A Common Stock and Virtu Financial Units and extending the duration of the program through May 4, 2022. On November 3, 2021 the Company’s Board of Directors authorized another expansion of the program by an additional $ 750 million to $ 1,220 million and extending the duration of the program through November 3, 2023, which was subsequently extended through December 31, 2024. On April 24, 2024, the Company’s Board of Directors authorized the expansion of the program by an additional $ 500 million to $ 1,720 million and extended the duration through April 24, 2026. The share repurchase program authorized the Company to repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means. Repurchases were also permitted to be made under Rule 10b5-1 plans. The timing and amount of repurchase transactions were determined by the Company’s management based on its evaluation of market conditions, share price, cash sources, legal requirements and other factors. From the inception of the program through March 31, 2026, the Company repurchased approximately 53.8 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 1,417.2 million. As of March 31, 2026, the Company had approximately $ 302.8 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program. Employee Exchanges During the three months ended March 31, 2025, pursuant to the exchange agreement by and among the Company, Virtu Financial and holders of Virtu Financial Units, certain current and former employees elected to exchange 350,858 units in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one -for-one basis for shares of Class A Common Stock. There were no employee exchanges during the three months ended March 31, 2026. Accumulated Other Comprehensive Income The following table presents the changes in Other Comprehensive Income for the three months ended March 31, 2026 and 2025: Three Months Ended March 31, 2026 (in thousands) AOCI Beginning Balance Amounts recorded in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance Foreign exchange translation adjustment $ ( 3,011 ) $ ( 1,964 ) $ — $ ( 4,975 ) Total $ ( 3,011 ) $ ( 1,964 ) $ — $ ( 4,975 ) Three Months Ended March 31, 2025 (in thousands) AOCI Beginning Balance Amounts recorded in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance Net change in unrealized cash flow hedges gains (losses) (1) $ 4,943 $ 313 $ ( 1,524 ) $ 3,732 Foreign exchange translation adjustment ( 12,006 ) 2,720 — ( 9,286 ) Total $ ( 7,063 ) $ 3,033 $ ( 1,524 ) $ ( 5,554 ) (1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Condensed Consolidated Statements of Comprehensive Income. 39 20. Share-based Compensation Pursuant to the Second Amended and Restated 2015 Management Incentive Plan as described in Note 19 “Capital Structure”, and in connection with the IPO, non-qualified stock options to purchase shares of Class A Common Stock were granted, each of which vests in equal annual installments over a period of 4 years from grant date and expires not later than 10 years from the date of grant. There were no options outstanding as of June 30, 2025. The following table summarizes activity related to stock options for the three months ended March 31, 2025. There was no such activity for the three months ended March 31, 2026. Options Outstanding Options Exercisable Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Number of Options Weighted Average Exercise Price Per Share At December 31, 2024 813,750 $ 19.00 0.24 813,750 $ 19.00 Granted — — — — — Exercised ( 120,000 ) 19.00 — ( 120,000 ) 19.00 Forfeited or expired — — — — — At March 31, 2025 693,750 $ 19.00 0.00 693,750 $ 19.00 The expected life was determined based on an average of vesting and contractual period. The risk-free interest rate was determined based on the yields available on U.S. Treasury zero-coupon issues. The expected stock price volatility was determined based on historical volatilities of comparable companies. The expected dividend yield was determined based on estimated future dividend payments divided by the IPO stock price. Class A Common Stock, Restricted Stock Units and Restricted Stock Awards Pursuant to the Second Amended and Restated 2015 Management Incentive Plan as described in Note 19 “Capital Structure”, subsequent to the IPO, shares of immediately vested Class A Common Stock, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) were granted, with RSUs and RSAs vesting over a period of up to 4 years. The fair value of the Class A Common Stock and RSUs was determined based on a volume weighted average price and the expense is recognized on a straight-line basis over the vesting period. The fair value of the RSAs was determined based on the closing price as of the date of grant and the expense is recognized from the date that achievement of the performance target becomes probable through the remainder of the vesting period. Performance targets are based on the Company’s adjusted EBITDA for certain future periods. For the three months ended March 31, 2026 and 2025, respectively, there were 717,206 and 528,221 shares of immediately vested Class A Common Stock granted as part of year-end compensation. In addition, the Company accrued compensation expense of $ 19.2 million and $ 7.2 million for the three months ended March 31, 2026 and 2025, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Condensed Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition. 40 The following table summarizes activity related to RSUs and RSAs for the three months ended March 31, 2026 and 2025: Number of RSUs and RSAs Weighted Average Fair Value At December 31, 2024 5,564,532 $ 21.77 Granted (1) 2,745,479 39.55 Forfeited ( 84,404 ) 24.75 Vested ( 2,650,096 ) 24.96 At March 31, 2025 5,575,511 $ 28.97 At December 31, 2025 5,776,036 $ 30.79 Granted (1) 2,092,861 39.84 Forfeited ( 25,040 ) 35.69 Vested ( 3,514,983 ) 30.00 At March 31, 2026 4,328,874 $ 35.77 (1) Excluded in the number of RSUs and RSAs are 475,000 and 600,000 participating RSAs for the three months ended March 31, 2026 and 2025, where the grant date has not been achieved because the performance conditions have not been met. The Company recognized $ 15.3 million and $ 15.4 million for the three months ended March 31, 2026 and 2025, respectively, of compensation expense in relation to RSUs. As of March 31, 2026 and December 31, 2025, total unrecognized share-based compensation expense related to unvested RSUs was $ 128.0 million and $ 95.9 million, respectively, and this amount is to be recognized over a weighted average period of 1.5 years and 1.0 year, respectively. Awards in which the specific performance conditions have not been met are not included in unrecognized share-based compensation expense. On November 13, 2020, the Company adopted the Virtu Financial, Inc. Deferred Compensation Plan (the “DCP”). The DCP permits eligible executive officers and other employees to defer cash or equity-based compensation beginning in the calendar year ending December 31, 2021, subject to certain limitations and restrictions. Deferrals of cash compensation may also be directed to notional investments in certain of the employee investment opportunities. 21. Regulatory Requirement U.S. Subsidiary The Company’s U.S. broker-dealer subsidiary, Virtu Americas LLC (“VAL”), is subject to the SEC Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital as detailed in the table below. Pursuant to New York Stock Exchange (“NYSE”) rules, VAL was also required to maintain $ 1.1 million of capital in connection with the operation of its designated market maker (“DMM”) business as of March 31, 2026. The required amount is determined under the exchange rules as the greater of (i) $ 1.0 million or (ii) $ 75,000 for every 0.1 % of NYSE transaction dollar volume in each of the securities for which the Company is registered as the DMM. The regulatory capital and regulatory capital requirements of the Company’s U.S. subsidiary as of March 31, 2026 was as follows: (in thousands) Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital Virtu Americas LLC $ 527,645 $ 3,065 $ 524,580 As of March 31, 2026, VAL had $ 47.9 million of cash in special reserve bank accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements, and $ 8.8 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers. The balances are included within Cash restricted or segregated under regulations and other on the Condensed Consolidated Statements of Financial Condition. The regulatory capital and regulatory capital requirements of the Company’s U.S. subsidiaries as of December 31, 2025 was as follows: (in thousands) Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital Virtu Americas LLC $ 561,242 $ 1,000 $ 560,242 41 As of December 31, 2025, VAL had $ 55.5 million of cash in special reserve bank accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements, and $ 8.7 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers. Foreign Subsidiaries The Company’s foreign subsidiaries are subject to regulatory capital requirements set by local regulatory bodies, including the Canadian Investment Regulatory Organization (“CIRO”), the Central Bank of Ireland (“CBI”), the Financial Conduct Authority (“FCA”) in the United Kingdom, the Australian Securities and Investments Commission (“ASIC”), the Securities and Futures Commission in Hong Kong (“SFC”), and the Monetary Authority of Singapore (“MAS”). The regulatory net capital balances and regulatory capital requirements applicable to the Company’s foreign subsidiaries as of March 31, 2026 were as follows: (in thousands) Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital Canada Virtu Canada Corp $ 12,554 $ 180 $ 12,374 Ireland Virtu Europe Trading Limited (1) 85,232 27,818 57,414 Virtu Financial Ireland Limited (1) 120,881 63,884 56,997 United Kingdom Virtu ITG UK Limited (1) 2,178 992 1,186 Asia Pacific Virtu ITG Australia Limited 42,460 23,156 19,304 Virtu ITG Hong Kong Limited 6,087 477 5,610 Virtu ITG Singapore Pte Limited 1,089 218 871 Virtu Financial Singapore Pte. Ltd. 305,805 217,926 87,879 (1) Preliminary As of March 31, 2026, Virtu Europe Trading Limited had $ 0.1 million of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd. had $ 30 thousand of segregated balances under a collateral account control agreement for the benefit of certain customers. The regulatory net capital balances and regulatory capital requirements applicable to the Company’s foreign subsidiaries as of December 31, 2025 were as follows: (in thousands) Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital Canada Virtu Canada Corp $ 15,133 $ 182 $ 14,951 Ireland Virtu Europe Trading Limited 86,656 28,283 58,373 Virtu Financial Ireland Limited 122,901 64,951 57,950 United Kingdom Virtu ITG UK Limited 2,218 1,011 1,207 Asia Pacific Virtu ITG Australia Limited 35,511 13,262 22,249 Virtu ITG Hong Kong Limited 8,200 586 7,614 Virtu ITG Singapore Pte Limited 1,062 218 844 Virtu Financial Singapore Pte. Ltd. 278,288 198,100 80,188 As of December 31, 2025, Virtu Europe Trading Limited had $ 0.3 million of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd had $ 30 thousand of segregated balances under a collateral account control agreement for the benefit of certain customers. 42 22. Geographic Information and Business Segments The Company has two operating segments: (i) Market Making and (ii) Execution Services; and one non-operating segment: Corporate. The Market Making segment principally consists of market making in the cash, futures, and options markets across global equities, fixed income, currencies, cryptocurrencies, and commodities. As a market maker, the Company commits capital on a principal basis by offering to buy securities from, or sell securities to, broker-dealers, banks and institutions. The Company engages in principal trading in the Market Making segment direct to clients as well as in a supplemental capacity on exchanges, Electronic Communications Networks (“ECNs”) and alternative trading systems (“ATSs”). The Company is an active participant on all major global equity and futures exchanges and also trades on substantially all domestic electronic options exchanges. As a complement to electronic market making, the cash trading business handles specialized orders and also transacts on the OTC Link ATS operated by OTC Markets Group Inc. The Execution Services segment comprises client-based trading and trading venues, offering execution services in global equities, options, futures and fixed income on behalf of institutions, banks and broker-dealers. The Company earns commissions as an agent on behalf of clients as well as between principals to transactions; in addition, the Company will commit capital on behalf of clients as needed. Client-based, execution-only trading in the segment is done primarily through a variety of access points including: (i) algorithmic trading and order routing in global equities and options; (ii) institutional sales traders who offer portfolio trading and single stock sales trading which provides execution expertise for program, block and riskless principal trades in global equities and ETFs; and (iii) matching of client conditional orders in POSIT Alert and client orders in the Company’s ATSs, including Virtu MatchIt, and POSIT. The Execution Services segment also includes revenues derived from providing (a) proprietary risk management and trading infrastructure technology to select third parties for a service fee, (b) workflow technology, the Company’s integrated, broker-neutral trading tools delivered across the globe including trade order and execution management and order management software applications and network connectivity and (c) trading analytics, including (1) tools enabling portfolio managers and traders to improve pre-trade, real-time and post-trade execution performance, (2) portfolio construction and optimization decisions and (3) securities valuation. The segment also includes the results of the Company’s capital markets business, in which the Company acts as an agent for issuers in connection with at-the-market offerings and buyback programs. The Corporate segment contains the Company’s investments, principally in strategic trading-related opportunities and maintains corporate overhead expenses and all other income and expenses that are not attributable to the Company’s other segments. The segment is not considered a reportable operating segment as its results are not regularly reviewed by the Company’s Chief Operating Decision Makers (“CODMs”). The accounting policies of the segments are the same as those described in Note 2 “Summary of Significant Accounting Policies”. The Company’s CODMs are the Chief Executive Officer and the Chief Operating Officers. The CODMs use a top-line approach in regards to evaluating segment performance and making business decisions on resource allocations, focusing on each segment's trading-related activities. Revenues, including breakdown of key trading-driven components of revenues, trading-related operating expenses, and pre-tax earnings by segment are regularly provided to the CODMs. The CODMs review trading-related results by monitoring period-over-period trends and considering variances between actuals and expectations. Corporate overhead and other shared expenses, as well as assets and liabilities by segment are not used for evaluating segment performance or in deciding how to allocate resources to segments. 43 The Company’s total revenues, operating expenses, and income (loss) before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the three months ended March 31, 2026 and 2025 are summarized in the following table: (in thousands) Market Making Execution Services Corporate (1) Consolidated Total 2026 Total revenues $ 915,697 $ 187,131 $ ( 7,501 ) $ 1,095,327 Operating expenses: Brokerage, exchange, clearance fees and payments for order flow, net 102,758 36,070 — 138,828 Interest and dividends expense 176,341 1,586 — 177,927 Other segment items (2) 260,154 108,385 461 369,000 Total operating expenses 539,253 146,041 461 685,755 Income (loss) before income taxes and noncontrolling interest $ 376,444 $ 41,090 $ ( 7,962 ) $ 409,572 2025 Total revenues $ 691,172 $ 141,008 $ 5,689 $ 837,869 Operating expenses: Brokerage, exchange, clearance fees and payments for order flow, net 194,303 27,572 — 221,875 Interest and dividends expense 130,051 1,277 — 131,328 Other segment items (2) 177,638 82,234 1,058 260,930 Total operating expenses 501,992 111,083 1,058 614,133 Income (loss) before income taxes and noncontrolling interest $ 189,180 $ 29,925 $ 4,631 $ 223,736 (1) Corporate is a non-operating segment. The Company presents its information as a part of reconciliation to Consolidated Totals. (2) Other segment items for both reportable segments include: Communication and data processing, Employee compensation and payroll taxes, Operations and administrative, Depreciation and amortization, Financing interest expense on long-term borrowings, and Debt issue cost related to debt refinancing, prepayment and commitment fees. The Company operates its business in the U.S. and internationally, primarily in Europe and Asia. Significant transactions and balances between geographic regions occur primarily as a result of certain of the Company’s subsidiaries incurring operating expenses such as employee compensation, communications and data processing and other overhead costs, for the purpose of providing execution, clearing and other support services to affiliates. Charges for transactions between regions are designed to approximate full costs. Intra-region income and expenses and related balances have been eliminated in the geographic information presented below to accurately reflect the external business conducted in each geographical region. The revenues are attributed to countries based on the locations of the subsidiaries. The following table presents total revenues by geographic area for the three months ended March 31, 2026 and 2025 : Three Months Ended March 31, (in thousands) 2026 2025 Revenues: United States $ 828,378 $ 709,109 Ireland 133,052 84,695 Others 133,897 44,065 Total revenues $ 1,095,327 $ 837,869 23. Related Party Transactions The Company incurs expenses and maintains balances with its affiliates in the ordinary course of business. As of March 31, 2026 and December 31, 2025 the Company had net payables to its affiliates of $ 9.7 million and $ 10.6 million, respectively. The Company has held a minority interest in JNX since 2016 (see Note 10 “Financial Assets and Liabilities”). The Company pays exchange fees to JNX for the trading activities conducted on its proprietary trading system. The Company paid $ 2.5 million and $ 2.5 million for the three months ended March 31, 2026 and 2025, respectively, to JNX for these trading activities. The Company pays monthly use fees and makes certain contributions to a JV in which it holds an interest (see Note 13 “Variable Interest Entities”). These monthly fees are for the use of communication networks operated by the JV and are 44 recorded within Communications and data processing on the Condensed Consolidated Statements of Comprehensive Income. The Company made payments to the JV of $ 11.0 million and $ 7.2 million for the three months ended March 31, 2026 and 2025, respectively. The Company has an interest in Members Exchange, a member-owned equities exchange. The Company pays regulatory and transaction fees and receives rebates from trading activities. The Company made payments of $( 3.6 ) million and $ 2.7 million for the three months ended March 31, 2026 and 2025, respectively. 24. Subsequent Events The Company has evaluated subsequent events for adjustment to or disclosure in its Condensed Consolidated Financial Statements through the date of this report, and has not identified any recordable or disclosable events, not otherwise reported in these Condensed Consolidated Financial Statements or the notes thereto, except for the following: On April 29, 2026, the Company’s Board of Directors declared a dividend of $ 0.24 per share of Class A Common Stock and Class B Common Stock and per participating Restricted Stock Unit and Restricted Stock Award that will be paid on June 15, 2026 to holders of record as of June 1, 2026. 45